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1. |
Membership
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1.1 |
Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the Chairman of the Remuneration Committee. The Committee shall be made up of at least 3 members, all of whom are independent non-executive directors. |
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1.2 |
Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chief Executive, General Manager, Human Resources and external advisers may be invited to attend for all or part of any meeting as and when appropriate. |
| 1.3 | Appointments to the Committee shall be for a period of up to three years, which may be extended for up to two further three-year periods, provided the director remains independent. | |
| 1.4 |
The Board shall appoint the Committee Chairman who shall be an independent non-executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting. The Chairman of the Board shall not be Chairman of the Committee.
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2. |
Secretary
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2.1 |
The General Manager, Human Resources or their nominee, shall act as the Secretary of the Committee. |
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3. |
Quorum
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3.1 |
The quorum necessary for the transaction of business shall be 2.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. |
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4. |
Frequency of Meetings
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4.1 |
The Committee shall meet at least three times a year and at such other times as the Chairman of the Committee shall require. |
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5. |
Notice of Meetings
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5.1 |
Meetings of the Committee shall be called by the secretary of the Committee at the request of any of its members. |
| 5.2 |
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 other person required to attend, where possible no later than 3 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.
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6. |
Minutes of Meetings
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6.1 |
Minutes of Committee meetings shall be circulated to all members of the Committee and to all other members of the Board, unless a conflict of interest exists. |
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7. |
Annual General Meeting
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7.1 |
The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any members' questions on the Committee's activities. |
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8. |
Duties
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8.1 |
Determine and agree with the Board the framework or broad policy for the remuneration of executive directors and other General Managers (and such other senior managers as the Board may from time to time determine). The remuneration of non-executive directors shall be a matter for the Board following a recommendation put forward by General Management. No director or manager shall be involved in any decisions as to their own remuneration. |
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8.2 |
In determining such policy, take into account all factors which it deems necessary. The objective of such policy shall be to ensure that the executive directors and other General Managers (and, where relevant, other senior managers) are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Society. |
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8.3 |
Review the ongoing appropriateness and relevance of the remuneration policy. |
| 8.4 | Approve the design of, and determine targets for, any performance related pay schemes operated by the Society and approve the total annual payments made under such schemes. | |
| 8.5 | Review the design of any potential share incentive plan for approval by the Board. 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 General Managers (and, where relevant, other senior managers) and the performance targets to be used. | |
| 8.6 | Ensure that contractual terms on termination, and any payments made, are fair to the individual and the Society, that failure is not rewarded and that the duty to mitigate loss is fully recognised. | |
| 8.7 | Within the terms of the agreed policy and in consultation with the Chairman (if he is not a member of the Committee) and/or the Chief Executive as appropriate, determine the total individual remuneration package of each executive director and other General Managers (and, where relevant, other senior managers) including, where appropriate, bonuses, incentive payments, and share awards. | |
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8.8
8.9 |
In determining such packages and arrangements, give due regard to |
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8.10 8.11 |
Review and note annually the remuneration trends across the Group. Agree the policy for authorising claims for expenses from the Chief Executive and Chairman. |
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8.12 |
Subject to the Board approving voluntary compliance with the Directors' Remuneration Report Regulations 2002 (or any subsequent amendments) for listed companies and the Combined Code (so far as the provisions are applicable to building societies), ensure that provisions regarding disclosure of remuneration, including pensions, as set out in the above mentioned Regulations and the Code, are fulfilled. |
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8.13 |
Approve the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee (at the Society?s expense) and to obtain reliable, up-to-date information about remuneration in other relevant organisations. The Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations. |
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9. |
Reporting Responsibilities | |
| 9.1 | The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities. | |
| 9.2 | The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed. | |
| 9.3 |
The Committee shall produce an annual report of the Society's remuneration policy and practices which will form part of the Society's annual report and ensure each year that it is put to members for approval at the AGM.
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| 10. | Other |
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| 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.
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| 11. | Authority |
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| 11.1 | The Committee is authorised by the Board to seek any information it requires from any employee of the Group in order to perform its duties. | |
| 11.2 | In connection with its duties the Committee is authorised by the Board to obtain, at the Society's expense, any outside legal or other professional advice. | |
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