30 | GOVERNANCE | Directors’ Report on Corporate Governance
(C) Statement of the Remuneration Committee
Purpose and Terms of Reference Full details of the purpose, terms of reference, activities and work of the Committee are set out in the Directors’ Remuneration Report.
Membership The Chairman of the Committee is Keith Bedell-Pearce. The Committee comprises solely independent Non-executive Directors.
Members of the Remuneration Committee: Keith Bedell-Pearce (appointed Chairman on 3 February 2011), Jeff Medlock (appointed on 1 March 2011), Derham O’Neill (appointed on 1 March 2011), Kieran Poynter (appointed on 3 February 2011) and Keith Jones (appointed 12 March 2012).
Brian Larcombe served as the Chairman of the Committee until his departure from the Board on 3 February 2011 and Gerhard Roggemann served as a member of the Committee until he retired from the Board in May 2011.
Attendees at the Remuneration Committee Alain Grisay and the Group Head of Human Resources attended all meetings of the Committee in 2011. Ian Brindle also attended all Committee meetings in 2011.
Activities and work of the Committee The Board is ultimately accountable for the Group’s remuneration policy but delegates responsibility to the Remuneration Committee. The Remuneration Committee has resolved the following key issues during the year:
• Revised the remuneration policy and ensured that it meets the requirements of the FSA Remuneration Code (to the extent applicable to the Company);
• Recommended the remuneration of the Executive Directors to the Board;
• Reviewed and approved the remuneration of the Executive Committee and FSA Code staff;
• Approved that the performance targets in relation to long-term awards require no amendment at this stage;
• Overseen the Company’s remuneration policy as it applies to executives, senior management and employees, including the discretionary cash bonus scheme and awards under the long- term incentive schemes;
• Verified that the remuneration policy does not encourage excessive risk beyond that of the appetite of the Company;
• Completed the annual review of the Committee Terms of Reference.
For the Board
Keith Bedell-Pearce Chairman, Remuneration Committee 23 March 2012
Attendance at meetings The following table identifies the number of Board and formal committee meetings held in 2011 and the attendance record of the individual Directors as members of committees of the Board. In addition to the scheduled meetings detailed below a number of ad hoc Directors’ meetings, sub committees of the Board and Board Committees were held.
Non-executive Director meetings without
Board
Number of meetings held 2011/(2010) Edward Bramson1 Nick MacAndrew2
7(7)
Audit, Risk &
management Compliance Remuneration Nomination present Committee Committee Committee
2(2) 5(5) 5(6) 2(2)
52 – –2 1– –––
Alain Grisay 7– ––– Keith Bedell-Pearce 72 552 Ian Brindle1
5
Derham O’Neill1 Keith Jones4
Brian Larcombe2 2 –––
62 32 – –– ––– 1– –
2–
David Logan 7– ––– Jeff Medlock 72 32 – Keith Percy4
–– –––
Kieran Poynter 72 531 Gerhard Roggemann3
2 – 121
1 Appointed to the Board in February 2011 2 Removed from the Board in February 2011 3 Retired from the Board in May 2011
4 Appointed to the Board in November 2011 Board Roles
Chairman The Executive Chairman of the Company is Edward Bramson. As Chairman, Mr Bramson is responsible for leadership of the Board and ensuring the effective running and management of the Board. The role profile of the Chairman includes the following specific responsibilities:
• Ensuring that the Board agenda for each meeting takes account of the issues and concerns of each Board member and that members of the Board receive accurate, timely and clear information on the Company and related matters to enable them to monitor the Group’s performance and take sound decisions;
• Ensuring effective communication with shareholders and ensuring that the Board develops an understanding of the views of major investors;
• Ensuring that, in conjunction with the Company Secretary, a formal induction and development process, including any relevant internal and external training, exists for all Directors and the Board as a whole with a view to enhancing the Board’s effectiveness; and
• Ensuring constructive relations between Executive and Non- executive Directors and an effective contribution from all Directors.
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