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Remuneration Committee

The Remuneration Committee is a Board Committee, established to consider and (as appropriate) determine, or make recommendations to the Board on, matters relating to senior remuneration.

Terms of Reference - Effective December 2006

The Committee will be drawn from the non-executive directors and will consist of at least 3 members, a quorum being 2 members. The Chairman will normally be a member of the Committee, but will not chair it.Senior Management attend by invitation: the Chief Executive is normally present at meetings except for any matters concerning his own remuneration.

The duties of the Committee are to:

  • consider and agree with the Board the broad policy for the remuneration of executive directors;
  • within the terms of the agreed policy, determine the remuneration of the executive directors (the remuneration of non-executive directors being recommended for approval by the full Board by the executive directors);
  • decide targets for any performance-related pay schemes operated by the Society;
  • ensure that contractual terms on termination of employment of executive directors, and any payments made, are fair to the individual and the Society in all the circumstances
  • decide the remuneration policy for senior employees designated as Senior Management and other employees as specified by the Chief Executive;
  • be aware of and advise on any major changes in employee benefit structures throughout the Society or Group;
  • agree the policy for authorising claims for expenses from executive directors
  • be exclusively responsible for establishing the selection criteria for selecting, appointing and setting the terms of reference for any remuneration consultants who may advise the Committee;
  • ensure that the disclosure of remuneration, including pensions, in the Annual Accounts is as close as reasonably practicable (bearing in mind the nature of the Society) to the provisions set out in the Directors’ Remuneration Report Regulations 2002 and the Combined Code;
  • ensure that the frequency of, and attendance by members at, Remuneration Committee meetings is reported in the Annual Report;
  • ensure that the Committee’s terms of reference, including responsibilities delegated by the Board, are made available to members; these will be reviewed annually along with the Committee's overall effectiveness, and recommendations for changes made to the Board.