The Remuneration Committee Terms of Reference

1. Membership

1.1 Members of the Committee shall be appointed by the Board of directors of the Company, on the recommendation of the Nomination Committee in consultation with the Chair of the Remuneration Committee. The Committee shall be made up of at least three independent non-executive directors. The Chair of the Board shall be entitled to be a member of the Committee, provided they were considered independent on appointment.

1.2 The Board shall appoint the Committee Chair who shall be an independent non-executive director. Prior to appointment the Committee Chair will have served on a remuneration committee for at least 12 months. In the absence of the Committee Chair and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting.

1.3 Only members of the Committee have the right to attend Committee meetings. Other individuals may be invited to attend for all or part of any meeting as and when appropriate. No director will be present for any discussion on their own remuneration.

1.4 Appointments to the Committee shall be for up to three years, which may be extended for further periods of up to three-years, provided the director still meets the criteria for membership of the Committee.

2. Secretary

2.1 The Company Secretary shall act as the Secretary of the Committee, if asked to do so.

3. Quorum

3.1 The quorum necessary for the transaction of business shall be two members both of whom must be independent non-executive directors. 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. Frequency of Meetings

4.1 The Committee shall schedule an annual timetable of at least two meetings and shall also meet at such other times as the Chair of the Committee shall require.

5. Notice of Meetings

5.1 Unless otherwise agreed, notice of each meeting confirming the venue, time, date and agenda, shall be forwarded to each member of the Committee, any other person required to attend and all other non-executive directors, in advance of each meeting.

6. Minutes of Meetings

6.1 Minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board, unless it would be inappropriate to do so.  In addition the committee Chair should seek engagement with shareholders on significant matters related to the committee’s areas of responsibility.

7. Annual General Meeting

7.1 The Chair of the Committee shall make every effort to attend the Annual General Meeting and be prepared to respond to any shareholder questions on the Committee’s activities.

8. Duties

8.1 The Committee shall:

8.1.1 recommend to the Board the policy for the remuneration of the company’s Chief Executive, Chair of the Board, the executive directors, the company secretary and such other senior members of management as it is designated to consider. The remuneration of non-executive directors shall be a matter for the Chair and the executive members of the Board and for the avoidance of doubt, not for this Committee;

8.1.2 In determining such policy, take into account all factors which it deems necessary including relevant legal and regulatory requirements, the provisions of the Corporate Governance Code (the Code) and associated guidance. The objective of such policy shall be to attract, retain and motivate executive management of the quality required to run the company successfully without paying more than is necessary, having regard to views of shareholders and other stakeholders. The remuneration policy should have regard to the risk appetite of the company and alignment to company purpose and values clearly linked to the successful delivery of the company’s long strategic term goals. The policy should enable the use of discretion to override formulaic outcomes and to recover and/or withhold sums or share awards under appropriate specified circumstances

8.1.3 ensure that executive directors are provided with appropriate incentives and are rewarded for their contributions to the long-term success of the company, in a fair, transparent and responsible manner;

8.1.4 approve the design of, and determine targets for, performance related pay schemes and approve the total annual payments made under such schemes;

8.1.5 ensure that contractual terms on termination, and any payments made, are fair, that failure is not rewarded and that the duty to mitigate loss is fully recognised;

8.1.6 within the terms of the agreed policy and in consultation with the Chair and/or Chief Executive as appropriate determine the total individual remuneration package of each executive director including bonuses, incentive payments and share options or other share awards; the choice of financial and non-financial and strategic measures is important as is the exercise of independent judgment and discretion when determining remuneration awards taking account of company and individual performance and wider circumstances 8.1.7 When determining the executive director remuneration policy and practices, consider the Code requirements for clarity, simplicity, risk mitigation, predicatablity proportionality and alignment to culture;

8.1.7 review the remuneration and related policies throughout the company and the alignment of incentives and rewards with culture, ensuring that reward, incentives and conditions available to the general workforce are fair and that they are considered when determining the remuneration policies for executive directors and executive management;

8.1.8 approve any major changes in employee benefits structures throughout the company;

8.1.9 agree the policy for authorising claims for expenses from the directors;

8.1.10 obtain reliable, up to date information about remuneration in other companies. To help it fulfil its obligations the Committee shall have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information it deems necessary and be exclusively responsible for selecting, appointing and setting the terms of reference for any remuneration consultants who advise the committee; However the committee should avoid designing pay structures based solely on benchmarking to the market or on the advice of remuneration consultants

8.1.11 review annually the remuneration trends across the company and the ongoing appropriateness and relevance of the remuneration policy;

8.1.12 Review the design of all share incentive plans for approval by the board and where required, 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 designated senior executives and the performance targets to be used;

8.1.13 Establish remuneration schemes that promote long-term shareholding by executive directors that support alignment with long-term shareholder interests, with share awards subject to a total vesting and holding period of at least five years, and a formal policy for post-employment shareholding requirements encompassing both unvested and vested shares; and

8.1.14 Determine the policy for, and scope of, pension arrangements for each executive director and other designated senior executives.

9. Reporting Responsibilities

9.1 The Committee Chair shall make recommendations and report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

9.2 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.

9.3 The committee shall also ensure that provisions regarding disclosure of information as set out in The Companies (Directors’ Remuneration Policy and Directors Remuneration Report Regulations 2019 and the Code are fulfilled.

9.4 If the committee has appointed remuneration consultants , the consultant should be identified in the annual report alongside a statement about any other connection it has with the company or individual directors.

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.

10.2 Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.

10.3 Give due consideration to laws and regulations, the provisions of the Code and the requirements of the UK Listing Authority’s Listing, Prospectus and Disclosure and Transparency Rules and any other applicable Rules, as appropriate.

11. Authority

11.1 The Committee is authorised by the Board to seek any information it reasonably 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 reasonably obtain, at the company’s expense, any outside legal or other professional advice.


Approved 26 April 2023