Approved by plc Board 12th December 2007
TRAVIS PERKINS plc
CONSTITUTION AND TERMS OF REFERENCE
- The board hereby resolves to establish a committee of the board to be known as the Remuneration Committee.
The committee shall be appointed by the board from amongst the independent non-executive directors of the company and shall consist of not less than three members. The chairman of the board may also be a member if he was considered independent on appointment as chairman.
- A quorum shall be two members
- The chairman of the committee shall be appointed by the board. In the absence of the chairman, the remaining members present shall elect one of them to chair the meeting. The chairman of the board shall not chair the committee.
- The company secretary or his nominee shall act as secretary of the committee
Attendance at meetings
The chief executive will be invited to attend meetings to discuss the performance of senior executives and to make remuneration proposals as necessary. Directors and other employees of the company other than the members of the committee may attend meetings by invitation.
Frequency of meetings
- Meetings shall be held no less than twice a year with additional meetings if appropriate.
- The committee is authorised by the board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the committee.
- The committee is authorised by the board to obtain and set terms of reference for professional advice inside and outside the company and for selecting and appointing any external advisor. Outsiders with relevant experience and expertise may attend meetings of the committee if the chairman of the committee considers this necessary.
The duties of the committee shall be:
- to recommend to the Board the company’s policy on the remuneration of the chairman, executive directors and senior executives and to review such policy from time to time. including pension rights, bonuses, any compensation payments, and other employment benefits consistent with the above policy
- to determine the specific remuneration packages for the chairman and each of the executive directors
- to review with the chief executive the remuneration packages for other senior executives
- to ensure that contractual terms on termination, and any payments made, are fair to the individual and the company.
- to approve the design of and determine targets for performance linked annual bonus schemes for executive directors and other senior executives
- to make recommendations to the board on long term incentive schemes, including share option schemes, including levels of grant and performance conditions
- to agree the policy and the process for expenses claims from the chairman and chief executive
- to report to shareholders in compliance with Stock Exchange and legal requirements
- to ensure that the company maintains contact as required with its principal shareholders and with institutional shareholder bodies about remuneration policy and practice
- to make available its terms of reference, explaining its role and the authority delegated to it by the board
- to review its own performance and these terms of reference annually and recommend any changes it considers necessary to the board for approval
Reporting to the Board
- The chairman of the committee should make a verbal report to the board at appropriate intervals.
- The minutes of the meetings of the committee shall be circulated promptly to committee members and, once agreed, to all members of the board, unless a conflict of interest exists.
Reporting to shareholders
- The committee on behalf of the board will prepare an annual report to shareholders (to be included in the company’s annual report and accounts) which should include, inter alia, the information on directors’ remuneration required to be disclosed by the Companies Act, the UK Listing Authority Listing Rules and other relevant requirements from time to time. Shareholders will be invited to approve the report at a General Meeting of the Company.
- The chairman of the committee, or in his absence another member of the committee, will attend the company’s annual general meeting and if necessary answer questions about directors’ remuneration.
- The committee will give due regard to the provisions of the Code and the UK Listing Authority’s Listing Rules, and any associated guidance and to the policies of institutional shareholder bodies.