Remit of the Remuneration Committee

Text size:

Revised in October 2004

References to "the Committee" shall mean the Remuneration Committee. References to "the Board" shall mean the Board of Directors.

1. Membership

1.1. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the Chairman of the Remuneration Committee. The Committee shall be made up of at least three members.

1.2. Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chief Executive, the Finance Director, the Company Secretary and external advisers may be invited to attend for all or part of any meeting as and when appropriate.

1.3. Appointments to the Committee shall be for a period of up to three years, which may be extended for further three-year periods.

1.4. The Board shall appoint the Committee Chairman who shall be The Chairman of the Board. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting.

2. Secretary

2.1. The Finance Director or their nominee shall act as the Secretary of the Committee.

3. Quorum

3.1. The quorum necessary for the transaction of business shall be 2. A duly convened meeting shall require appropriate advance notice to all members and the agreement of the Chairman to proceed. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

4. Meetings

4.1. The Committee shall meet at least twice a year at such times as the Chairman of the Committee shall require.

5. Notice of Meetings

5.1. Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of any of its members.

5.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend, no later than 5 working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.

6. Minutes of Meetings

6.1. The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

6.2. Minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to any members of the Board on request, unless a conflict of interest exists.

7. Annual General Meeting

7.1. The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee's activities.

8. Duties

The Committee shall:

8.1. determine and agree with the Board the framework or broad policy for the remuneration of the company's Chairman, Chief Executive, the executive directors, the company secretary, and such other members of the executive management as it is designated to consider. The remuneration of non-executive directors shall be a matter for the Chairman and the executive members of the Board to make a recommendation to the Board. No director or manager shall be involved in any decisions as to their own remuneration;

8.2. in determining such policy, take into account all factors which it deems necessary. The objective of such policy shall be to structure remuneration packages on an individual basis appropriate to the level of responsibility, but generally designed to retain and motivate the individual, and reward individual performance in the year, so as to achieve the long term success of the Company.

8.3. review the ongoing appropriateness and relevance of the remuneration policy;

8.4. approve the design of, and determine targets for, any performance related pay schemes operated by the company and approve the total annual payments made under such schemes;

8.5. review the design of all incentive plans involving shares in the Company for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors and other senior executives and the performance targets to be used. The Committee should ensure it reviews the plans of all quoted subsidiaries and that there is a DMGT representative on each quoted subsidiary;

8.6. determine the policy for, and scope of, pension arrangements for each executive director and other senior executives;

8.7. ensure that contractual terms on termination, and any payments made, for each executive director and other senior executives are fair to the individual, and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised;

8.8. within the terms of the agreed policy and in consultation with the Chairman and the Chief Executive as appropriate, determine the total individual remuneration package of each executive director and other senior executives including bonuses, incentive payments and share options or other share awards;
8.9. in determining such packages and arrangements, give due regard to any relevant legal requirements, the provisions and recommendations in the Combined Code and the UK Listing Authority's Listing Rules and associated guidance;

8.10. review and note annually the remuneration trends across the company or group;

8.11. be responsible for overall Group remuneration policy and review such specific aspects thereof as the Committee should see fit or as the Chairman or Chief Executive should refer to it;

8.12. agree the policy for authorising claims for expenses from the Chief Executive and Chairman;

8.13. ensure that all provisions regarding disclosure of remuneration including pensions, as set out in the Directors' Remuneration Report Regulations 2002 and the Combined Code are fulfilled; and

8.14. be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the committee: and obtain reliable, up-to-date information about remuneration in other companies. The Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations.

9. Reporting Responsibilities

9.1. After each meeting, the Committee Chairman shall report formally to the Board on its proceedings on all matters within its duties and responsibilities by means of a summary of matters discussed by the Committee.

9.2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

9.3. The Committee shall produce an annual report of the company's remuneration policy and practices which will form part of the company's Annual Report and ensure each year that it is put to shareholders for approval at the AGM.

10. Other

10.1. The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

11. Authority

11.1. The Committee is authorised by the Board to seek any information it requires from any employee of the company in order to perform its duties.

11.2. In connection with its duties the Committee is authorised by the Board to obtain, at the company's expense, any outside legal or other professional advice.