Purpose
The Remuneration Committee exists (i) to review and determine the salary, annual incentive, equity and other compensation to be paid to the directors, the Chief Executive Officer and other executive officers of the Company and (ii) to establish policies concerning the Company's salary, incentive, equity and other compensation programs for all employees. The Remuneration Committee shall, within the practical limits posed by the composition of the Board, meet the requirements of the UK's Combined Code on Corporate Governance.
Structure and Membership
Number
The Remuneration Committee shall consist of at least three members of the Board of Directors.
Independence
No member of the Remuneration Committee may be an officer or executive of the Company.
Chair
Unless the Board of Directors elects a Chair of the Remuneration Committee, the Remuneration Committee shall elect a Chair by majority vote.
Remuneration
The compensation of the Remuneration Committee members shall be determined by the Board of Directors.
Selection and Removal
Members of the Remuneration Committee shall be appointed by the Board of Directors. The Board of Directors may remove members of the Remuneration Committee from such committee, with or without cause.
Authority and Responsibilities
General
The Remuneration Committee shall discharge its responsibilities, and shall assess the information proved by the Company's management, in accordance with its business judgement.
Compensation Matters
Executive Officer Compensation
The Remuneration Committee shall review and recommend for approval by the Board of Directors, the compensation of the Company's Chief Executive Officer (the ‘CEO') and the Company's other executive officers, including salary, bonus and incentive compensation levels; deferred compensation; executive perquisites; equity compensation (including awards to induce employment); severance arrangements; change-in-control benefits and other forms of executive officer compensation. The Remuneration Committee shall meet without the presence of executive officers when deliberating on CEO compensation but may, in its or their discretion, invite the CEO to be present during the deliberations with respect to, other executive officer compensation.
Plan Recommendations and Approvals
The Remuneration Committee shall periodically review and make recommendations to the Board of Directors with respect to incentive-compensation plans and equity-based plans. In addition, in the case of any tax-qualified, non-discriminatory employee benefit plans (and any parallel non qualified plans) and pursuant to which options or stock may be acquired by officers, directors, employees or consultants of the Company, the Remuneration Committee, or a majority of the independent directors of the Board of Directors, shall approve such plans.
Administration of Plans
The Remuneration Committee shall have the authority to exercise all rights, authority and functions of the Board of Directors under all of the Company's stock option, stock incentive, employee stock purchase and other equity-based plans, including without limitation, the authority to interpret the terms thereof, to grant options thereunder and to make stock awards thereunder; provided, however, that, except as otherwise expressly authorised to do so by this charter or a plan or resolution of the Board of Directors, the Remuneration Committee shall not be authorised to amend any such plan.
Director Compensation
The Remuneration Committee shall periodically review and make recommendations to the Board of Directors with respect to director compensation.
Related Party Transactions
The Remuneration Committee shall approve or disapprove of transactions between the Company, and any director, executive officer or related party.
Additional Powers
The Remuneration Committee shall have such other duties as may be delegated from time to time by the Board of Directors.
Procedures and Administration
Meetings
The Remuneration Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Remuneration Committee may also act by unanimous written consent in lieu of a meeting. The Remuneration Committee shall keep such records of its meetings as it shall deem appropriate. Such records will be available to any member of the Board of Directors.
Subcommittees
The Remuneration Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances.
Reports to Board
The Remuneration Committee shall report regularly to the Board of Directors, but at least annually. Every full Board meeting agenda may provide for either interim reports by the Remuneration Committee, or questions from other Board members, or both.
Charter
The Remuneration Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.
Consulting Arrangements
The Remuneration Committee shall have the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of executive officer compensation and shall have authority to approve the consultant's fees and other retention terms. The Remuneration Committee shall also have authority to commission compensation surveys or studies as the needs arises. The Remuneration Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the compensation of such consultants as established by the Remuneration Committee.
Independent Advisors
The Remuneration Committee shall have the authority, without further action by the Board of Directors, to engage such independent legal, accounting and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be the regular advisors to the Company. The Remuneration Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the compensation of such advisors as established by the Remuneration Committee.
Annual Self-Evaluation
At least annually, the Remuneration Committee shall evaluate its own performance.
