Corporate Governance
Remuneration Committee
Membership
Karen Jones
Remuneration Committee Chair
The members of the Remuneration Committee are identified in the table below. The Committee must at all times comprise at least three Non-executive Directors. Given their complementary roles, the Board believes that a significant degree of overlap in the memberships of the Remuneration and Nomination Committees is desirable. David Fisher, Director Group HR, is Secretary to the Remuneration Committee.
Attendance at meetings
In 2007 the Committee met on seven occasions. At the invitation of the Remuneration Committee Chair, the Group’s Chairman and the Chief Executive regularly attend Committee meetings to provide background and context on matters relating to the remuneration of other Executive Directors and other colleagues in the Group, but do not attend when their own remuneration or contractual terms are discussed – no Director is involved in approving his or her own remuneration or contractual terms.
| Remuneration Committee meetings attended | Eligible to attend | |
| Current Members | ||
| Karen Jones (Chair from April 2007) | 7 | 7 |
| Richard Cousins (from June 2007) | 2 | 3 |
| Sir Ron Garrick | 7 | 7 |
| Coline McConville | 7 | 7 |
| Former Member | ||
| Sir Brian Ivory (Chair to April 2007) | 4 | 4 |
Principal activities and duties
Full details of remuneration policy and practice are in the Report of the Board in relation to remuneration policy and practice on pages 122 to 145.
Below are details of the Committee’s work in 2007 and other key matters reserved to it:
- considering and recommending to the Board the remuneration policy for Executive Directors and other senior executives and determining the specific remuneration arrangements for the Chairman, Executive Directors and other direct executive reports to the Chief Executive (the remuneration policy for Non-executive Directors being set by the Board acting through the Chairman and Executive Directors);
- approving the contractual terms for the Chairman and the Executive Directors;
- operating and administering the Company’s incentive schemes for the Chairman, the Executive Directors and other senior executives, including delegation to a specially designated Incentive Sub-Committee;
- approving the salary review for Executive Directors and certain senior executives;
- determining contractual and discretionary payments to be made on the retirement, resignation and (where appropriate) dismissal of Executive Directors and other direct executive reports to the Chief Executive;
- providing advice in relation to the fees payable to external parties serving on Risk Control Committees and Nonexecutive Directors of the Group (but not of the Company) and the fees payable to pension scheme Trustees; and
- considering the policy and monitoring process for all Directors and senior executives for holding shares in the Company.