The Group's Remuneration Committee comprises:
- Michael Butler, Chairman of the Committee, Senior Independent Non-Executive Director
- Steve Coggins, Independent Non-Executive Director
- Dr Alison Vincent, Independent Non-Executive Director
The Committee members are Independent Non-Executive Directors and have no personal or financial interests, other than as shareholders, in the matters considered by the Committee.
The Committee operates within the remit delegated by the Board, which is set out in formal terms of reference. The remuneration of Non-Executive Directors is a matter for the Chairman and the Executive Directors. No Director or manager is involved in any decision regarding their own remuneration. A copy of the terms of reference can be accessed here:
Remuneration Committee Terms of Reference
Neither the Executive Directors nor the Chairman attend other than by invitation of the Remuneration Committee and are not present at any discussion of their own remuneration.
The principal duties of the Remuneration Committee are to:
- recommend to the Board for approval overall Group remuneration policies, and the specific remuneration each year for all Directors and senior management, including bonuses, incentive payments and share options and awards;
- ensure Executive Directors and Senior Management Team are provided with appropriate incentives to encourage enhanced performance in a fair and reasonable manner;
- approve the design of, and determine targets for, any performance-related pay schemes;
- review the design of all share incentive plans for approval by the Board and, where appropriate, shareholders;
- determine whether awards will be made under any share incentive plans, including the size of the award and the performance targets to be used;
- determine the policy for pension arrangements for Executive Directors and certain senior managers;
- ensure that contractual terms on termination and any payments made are fair, that failure is not rewarded and that the duty to mitigate loss is fully recognised;
- consider applicable legislation, regulation, best practice guidance and recommendations, and developments on remuneration policy and remuneration reporting;
- review remuneration trends at individual subsidiaries and the Group as a whole, and oversee any major changes in employee benefit structures across the Group;
- select and appoint any remuneration consultants to advise the Committee, if required; and
- review the Committee’s performance, constitution and terms of reference to ensure it operates effectively and to recommend any changes to the Board for approval.
The Committee Chairman reports formally to the Board on the Committee’s proceedings after each meeting; ensures that an annual report of the Group’s remuneration policy and practices is published in the Group’s Annual Report and Accounts; and ensures each year that the Remuneration Committee Report, which contains the Directors’ remuneration, is put to shareholders for approval at the AGM.
The Committee is authorised by the Board to seek any information it requires from any employee of the Group in order to perform its duties and to obtain external professional advice at the Group’s expense.
During the year the Committee met five times. Matters dealt with by the Committee included the:
- approval of the 2018 bonus awards and salary increases for the Executive Directors and certain senior managers;
- approval of the discretionary executive bonus scheme to take effect in the financial year 2019 for Executive Directors. For the 2019 financial year, the upper limits on bonuses were set at 75% of base salary for the Chief Executive;
- approval of an award of options under the Synectics’ Performance Share Plan (‘PSP’) on 1 March 2019 for certain senior managers;
- approval of exercises of options over shares, and sales of shares, in respect of the Group’s various incentive plans during the year; and
- review of the outturn of the 2016 PSP awards and the determination that those awards vested had vested in full.