TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE
TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE
("REMUNERATION COMMITTEE")
OF THE BOARD OF DIRECTORS OF MINERVA PLC
1. AUTHORITY
1.1 The Remuneration Committee (“the Committee”) is authorised to investigate and undertake any activity within these terms of reference. It is authorised to seek any information it properly requires from any employee of the Company or of any subsidiary company. All employees will be directed by the directors of the Company to co-operate with any such request made by the Committee; and
1.2 If the Committee considers it necessary so to do, it is authorised to obtain appropriate external advice to assist it in the performance of its duties and to secure the services of outsiders with relevant experience and expertise and to invite those persons to attend at meetings of the Committee. The cost of obtaining any advice or services shall be paid by the Company within the limits as authorised by the directors of the Company.
2. PURPOSE
To ensure executive directors and senior executives are appropriately awarded, consistent with board remuneration policy.
3. COMPOSITION OF COMMITTEE
The Committee shall consist of non-executive directors of Minerva plc. Any member of the Committee may at any time convene a meeting of the Committee. The quorum for any meeting of the Committee shall be two. The Chairman of the Board may be a member but not normally the Chairman of the Remuneration Committee.
4. MEETINGS
4.1. The Committee shall meet at least twice in each year at the times and locations as may be agreed by the members;
4.2 Subject as provided in Clause 4.3, any director of the Company may attend at the invitation of the Chairman of the Committee. The Chief Executive will normally attend the meeting. Attendees shall have the right to attend and speak, but only members of the Committee may vote at any meeting of the Committee; and
4.3 No director of the Company shall participate at a meeting of the Committee (or during the relevant part) at which any part of his remuneration is being discussed or participate in any recommendation or decision concerning his remuneration.
5. DUTIES
The duties of the Committee shall be:-
5.1 to consider and (in the case of the executive directors of the Company) determine or (in the case of any other employees of the Company and its subsidiary companies as the executive directors of the Company may determine) review recommendations of the executive directors of the Company concerning all elements of the remuneration of those persons including:
5.2 to consider and (in the case of executive directors of the Company) determine or (in the case of other employees of the Company and its subsidiary companies as the executive directors of the Company may determine) review recommendations of the executive directors of the Company concerning the other provisions of the service agreements of those persons (in particular the term and any notice period);
5.3 to determine and approve all performance-related schemes and formulae relevant to the remuneration of the executive directors of the Company and to consider the eligibility of directors for annual bonuses and benefits under long term incentive schemes;
5.4 to consider and approve the overall annual bonus pool available to executives of the Company;
5.5 to consider and approve the overall annual percentage salary increase;
5.6 to administer all aspects of any share option scheme operated by or to be established by the Company including, but not limited to (subject always to the rules of that scheme and any applicable legal and stock exchange requirements):
5.7 to have regard to any published guidelines or recommendations regarding the remuneration of directors of listed companies and formation and operation of share option schemes (in particular the guidelines published by the Association of British Insurers and National Association of Pension Funds) which the Remuneration Committee considers relevant or appropriate;
5.8 to consider and make recommendations to the executive directors of the Company concerning disclosure of details of remuneration packages and structures in addition to those required by law or by the London Stock Exchange;
5.9 to consider what compensation commitments (including pension contributions and all other elements) their directors’ term of appointment would entail in the event of early termination; and
5.10 to consider any other matters as may be requested by the executive directors of the Company.
6. REMUNERATION OF NON-EXECUTIVE DIRECTORS
6.1 The remuneration of non–executive directors shall be a matter for the Board of Minerva plc, following a recommendation from the Board Chairman and Chief Executive.
7. REPORTING
7.1 The Secretary of the Committee shall circulate the agenda before each meeting of the Committee to all directors of the Company and after each meeting shall circulate the minutes of that meeting to all directors of the Company;
7.2 The Committee’s duties and activities during the year shall be disclosed in the annual financial statements; and
7.3 The Chairman shall attend the AGM and shall answer questions, through the Chairman of the Board, on the Remuneration Committee’s activities and responsibilities.
("REMUNERATION COMMITTEE")
OF THE BOARD OF DIRECTORS OF MINERVA PLC
1. AUTHORITY
1.1 The Remuneration Committee (“the Committee”) is authorised to investigate and undertake any activity within these terms of reference. It is authorised to seek any information it properly requires from any employee of the Company or of any subsidiary company. All employees will be directed by the directors of the Company to co-operate with any such request made by the Committee; and
1.2 If the Committee considers it necessary so to do, it is authorised to obtain appropriate external advice to assist it in the performance of its duties and to secure the services of outsiders with relevant experience and expertise and to invite those persons to attend at meetings of the Committee. The cost of obtaining any advice or services shall be paid by the Company within the limits as authorised by the directors of the Company.
2. PURPOSE
To ensure executive directors and senior executives are appropriately awarded, consistent with board remuneration policy.
3. COMPOSITION OF COMMITTEE
The Committee shall consist of non-executive directors of Minerva plc. Any member of the Committee may at any time convene a meeting of the Committee. The quorum for any meeting of the Committee shall be two. The Chairman of the Board may be a member but not normally the Chairman of the Remuneration Committee.
4. MEETINGS
4.1. The Committee shall meet at least twice in each year at the times and locations as may be agreed by the members;
4.2 Subject as provided in Clause 4.3, any director of the Company may attend at the invitation of the Chairman of the Committee. The Chief Executive will normally attend the meeting. Attendees shall have the right to attend and speak, but only members of the Committee may vote at any meeting of the Committee; and
4.3 No director of the Company shall participate at a meeting of the Committee (or during the relevant part) at which any part of his remuneration is being discussed or participate in any recommendation or decision concerning his remuneration.
5. DUTIES
The duties of the Committee shall be:-
5.1 to consider and (in the case of the executive directors of the Company) determine or (in the case of any other employees of the Company and its subsidiary companies as the executive directors of the Company may determine) review recommendations of the executive directors of the Company concerning all elements of the remuneration of those persons including:
- base salary;
- performance-related payments (including profit-sharing schemes);
- discretionary payments;
- pensions contribution;
- benefits in kind; and
- share options and other incentive schemes awards.
5.2 to consider and (in the case of executive directors of the Company) determine or (in the case of other employees of the Company and its subsidiary companies as the executive directors of the Company may determine) review recommendations of the executive directors of the Company concerning the other provisions of the service agreements of those persons (in particular the term and any notice period);
5.3 to determine and approve all performance-related schemes and formulae relevant to the remuneration of the executive directors of the Company and to consider the eligibility of directors for annual bonuses and benefits under long term incentive schemes;
5.4 to consider and approve the overall annual bonus pool available to executives of the Company;
5.5 to consider and approve the overall annual percentage salary increase;
5.6 to administer all aspects of any share option scheme operated by or to be established by the Company including, but not limited to (subject always to the rules of that scheme and any applicable legal and stock exchange requirements):
- the selection of those eligible executive directors and employees of the Company and its subsidiary companies to whom options should be granted;
- the timing of any grant;
- the numbers of shares over which options are to be granted;
- the exercise price at which options are to be granted; and
- the imposition of any objective condition which must be complied with before any option may be exercised.
5.7 to have regard to any published guidelines or recommendations regarding the remuneration of directors of listed companies and formation and operation of share option schemes (in particular the guidelines published by the Association of British Insurers and National Association of Pension Funds) which the Remuneration Committee considers relevant or appropriate;
5.8 to consider and make recommendations to the executive directors of the Company concerning disclosure of details of remuneration packages and structures in addition to those required by law or by the London Stock Exchange;
5.9 to consider what compensation commitments (including pension contributions and all other elements) their directors’ term of appointment would entail in the event of early termination; and
5.10 to consider any other matters as may be requested by the executive directors of the Company.
6. REMUNERATION OF NON-EXECUTIVE DIRECTORS
6.1 The remuneration of non–executive directors shall be a matter for the Board of Minerva plc, following a recommendation from the Board Chairman and Chief Executive.
7. REPORTING
7.1 The Secretary of the Committee shall circulate the agenda before each meeting of the Committee to all directors of the Company and after each meeting shall circulate the minutes of that meeting to all directors of the Company;
7.2 The Committee’s duties and activities during the year shall be disclosed in the annual financial statements; and
7.3 The Chairman shall attend the AGM and shall answer questions, through the Chairman of the Board, on the Remuneration Committee’s activities and responsibilities.
