Remuneration committee
Members
Richard Stone (Chairman)
Antony Hichens
Chris Russell
Gerry Grimstone
Lord Jay
Nicholas Jones
Jan Oosterveld
Quorum Any two members
Times of meetings As required
The Secretary of the Company shall act as secretary to the Remuneration Committee.
Status
The Remuneration Committee is a committee of the Company’s board established under Article 119 of the Articles of Association and approved by resolution of the board of directors at a meeting held on 3 July 1990 under minutes 90.07.13 (v) (the “Committee”).
The Committee is granted the authority of the board to decide on all issues affecting the total remuneration of the Chairman, and to review the remuneration policy applicable to the senior management of Candover Partners Limited, subject to the terms of reference set out below. They may call for further advice from outside consultants who may be requested to produce reports on the levels of remuneration in the market and any other matters affecting their terms of reference.
The Remuneration Committee will consult the Chairman of the Company about any significant matters affecting the remuneration policy of the Company.
The Company has entered into a Relationship Agreement with Candover Partners Limited, which will operate for the investment period of the 2005 Fund, and sets out the calculation of the funds available to be paid as salaries and bonuses. Salaries and bonuses for individual staff members will be determined by the Group’s Managing Directors, who will consult with the Chairman of the Remuneration Committee, where appropriate.
Terms of Reference
Matters to be reserved for the decision of the Remuneration Committee:
1 To review and approve the level of remuneration of the Chairman of
the Company, in consultation with members of the Plc Executive
Committee.
2 To review and comment upon the proposed allocation of salaries and
bonuses to all staff members.
3 To review any major changes to the Company’s pension scheme and
make recommendations prior to final approval of the board.
4 To review the operation of any future share option schemes and any
proposed share options to be granted to employees subject to the
final approval of the main board.
Non Executive Directors’ Fees
Non‑executive directors’ fees shall be approved on behalf of the Board by the