SSL INTERNATIONAL plc
REMUNERATION COMMITTEE TERMS OF REFERENCE
Reference to “The Committee” shall mean the Remuneration Committee
Reference to “The Board” shall mean the Board of Directors
The Committee’s overall responsibility is to develop a remuneration policy to attract, retain and motivate those people of the highest calibre who have the skills needed to achieve the Company’s objectives year on year and which balances the interests of the shareholders, the Company and its employees.
1. Membership
The Committee shall consist of at least three members, all being Non-Executive Directors of the Company who are independent of management and free from any business or other relationship which could interfere with the exercise of their independent judgement. The Chairman of the Company may also be a member of, but not chair, the Committee, provided that he or she was considered independent upon appointment as Chairman of the Company.
The Board shall appoint the Committee Chairman.
Only members of the Committee have the right to attend. However, other individuals such as the Chief Executive and external advisers may be invited to attend for all or part of any meeting as and when appropriate. No person shall be present when his or her remuneration or contractual arrangements are discussed.
2. Secretary
The Company Secretary or their nominee shall act as secretary of the Committee.
3. Quorum
A quorum shall be three members.
4. Frequency of Meetings
The Committee will meet at least twice per year and otherwise as and when required.
5. Notice of meetings
A meeting may be called by any member of the Committee or the Secretary.
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 person required or invited 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
Minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once agreed and provided there is no conflict of interest, the minutes shall be made available to all members of the Board.
7. Annual General Meeting
The Committee Chairman shall attend the Annual General Meeting and be prepared to respond to any shareholder questions on the Committee’s activities.
8. Duties
The Committee shall:
determine the policy for the remuneration of the Executive Directors, the Executive Committee, the Chairman and the company secretary and review the ongoing appropriateness and relevance of such remuneration policy. The remuneration of the Non-Executive Directors shall be a matter for the Chairman and the Executive Directors. No persons shall be involved in any decisions as to their own remuneration;
determine the total individual remuneration “packages” of Executive Directors and the Executive Committee including, bonuses, incentive payments, pension and other benefits;
consider recommendations from the Chief Executive regarding remuneration policy for senior management within business;
determine the annual bonus arrangements for Executive Directors and the Executive Committee and review bonus arrangements recommended by the Chief Executive for senior management within the business;
approve the design of, and determine targets for any performance related pay schemes operated by the Company and approve the total annual payments under such schemes;
review the design of all share incentive plans 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;
review any major changes to Company pension schemes, prior to submission to, and approval by, the appropriate Boards of Trustees;
ensure that contractual terms on termination, and any payments made, are fair to the individual and the Company, that failure is not rewarded and that the duty to mitigate loss is recognised;
review and note annually the remuneration trends across the Group;
oversee any major changes in employee benefits structures across the Group;
agree the policy for the authorisation of any claims for expenses from the Chairman of the Company;
the Committee will review the proposed Remuneration Report of the Board ensuring its compliance with the Directors’ Remuneration Regulations 2002 and the Combined Code and will make recommendations to the Board prior to the publication in the Annual Report and Accounts
9. Other
The Committee shall:
have access to sufficient resources in order to carry out its duties;
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.
10. Authority
The Committee is authorised by the Board to investigate any activity within its terms of reference; to seek any information it may require from internal and external sources to carry out its role; and to obtain, as considered necessary, independent external professional and/or legal advice at the Company’s expense.
11. Reporting Procedures
The Chairman of the Committee will report on the deliberations of the Committee to the Board.
The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
Adopted by the Board on 25 May 2004
Amended: 14 February 2006
1 March 2007