Remuneration Committee

Keith Harris Committee


Keith Harris

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Other Members

Dennis Millard
Bill Ronald
David Adams
Claudia Arney


"The Committee has looked to ensure that our Remuneration Policy is appropriate not only to attract and retain a high-calibre CEO, but to incentivise all colleagues to deliver a sustainable business based on the Company's strategy, leading ultimately to an increase in shareholder value."

All members of the Remuneration Committee are considered to be independent Non-Executive Directors. Executive Directors attend Remuneration Committee meetings at the invitation of the Committee Chairman.

The Remuneration Committee has responsibility for:

  • Making recommendations to the Board on the Company's policy on remuneration of Executive Directors, the Company Secretary and members of its Executive management team.
  • Determining specific remuneration packages for each of the Chairman, the Executive Directors and Company Secretary of the Company and such members of senior management as it is delegated to consider including pension rights; any compensation payments; and the implementation of Executive incentive schemes. In accordance with the Committee's Terms of Reference, no individual may participate in discussions relating to their own terms and conditions of service or remuneration.

Further information on the activities of the Remuneration Committee is set out in the Directors' Remuneration Report. A resolution to approve the Directors' Remuneration Report will be proposed at the forthcoming AGM.

Relations with Shareholders

During the period ended 29 March 2013 Bill Ronald served as the Company's Senior Independent Director. The Senior Independent Director is available to meet shareholders upon request if they have concerns that contact through the normal channels of the Chairman or the Executive Directors has failed to resolve, or for which such contact is inappropriate.

During the period under review the Chief Executive, Finance Director and Chairman have met with analysts and institutional shareholders to keep them informed of significant developments and report to the Board accordingly on the views of these stakeholders. Each of the other Non-Executive Directors is also offered the opportunity to attend meetings with major shareholders and would do so if requested by any major shareholder.

The Company's investor relations programme includes formal presentations of full year and interim results and meetings with individual investors as appropriate. Independent feedback from these meetings is provided to the Board. The Company Secretary also brings to the attention of the Board any material matters of concern raised by the Company's shareholders, including private investors.

The Interim Report and the Annual Report and Financial Statements are the primary means of communication during the year with all of the Company's shareholders. The Board recognises the importance of the Internet as a means of communicating widely, quickly and cost-effectively and a Corporate and Investor Relations website facilitates communication with shareholders. Information available online includes copies of the full and half-year financial statements, press releases, corporate governance information, the Terms of Reference for the Audit, Nomination and Remuneration Committees and the Matters Reserved for the Board. The Company's financial calendar and other shareholder information, which are also available online, can be found here.

The Board welcomes the opportunity to meet with shareholders and to hear their views and answer their questions about the Group and its business at the Company's AGM which will be held on Tuesday, 30 July 2013 at the Crowne Plaza Birmingham NEC, Pendigo Way, National Exhibition Centre, Birmingham, B40 1PS. The Chairmen of the Remuneration, Nomination and Audit Committees will be present at the AGM and will be in a position to answer questions relevant to the work of those Committees. It is the Company's practice to propose separate resolutions on each substantial issue at the AGM. The Chairman will advise shareholders on the proxy voting details at the meeting.

By order of the Board

Alex Henderson
Company Secretary
23 May 2013