Corporate governance: Remuneration

Level and make-up of remuneration

The Board believes that a properly constituted and effective remuneration committee is key to ensuring that the Company's policy on Executive Directors' remuneration supports the enhancement of shareholder value. The Board has delegated to the Board's Remuneration Committee the assessment and recommendation of a broad policy on executive remuneration.
 
The Remuneration Committee considers all material elements of remuneration and incentives of Executive Directors and senior management with reference to independent remuneration research and professional advice in accordance with the Combined Code. The Remuneration Committee judges where to set the main elements of the remuneration package relative to comparative companies. It is the aim of the Remuneration Committee to encourage and reward superior performance. It is the opinion of the Remuneration Committee that shareholders' interests are best served by focusing a greater proportion of Executive Directors total remuneration on performance-related compensation. The aim of this policy is to provide remuneration packages that will retain talented people in the business, enable the recruitment of appropriately skilled and experienced newcomers and be seen as competitive in the markets in which the Company operates. Executive share options are not offered at a discount save as permitted by the relevant provisions of the Listing Rules.
 
When setting the levels of remuneration for non-executive directors the Board takes into account the time commitment each Non-executive Director makes to the Company (for example through membership of the Audit, Remuneration and Nomination Committees).
 
There are no special provisions for compensation in the event of loss of office. The Remuneration Committee would consider the circumstances of any individual case of early termination and would determine compensation payments accordingly. A fair but robust principal of mitigation would be applied to the payment of compensation in the context of professional advice received as to contractual entitlement.
 
All Executive Directors’ service contracts are initially for a fixed period of one year from date of appointment, and will continue thereafter unless terminated by written notice of at least 12 months.