Louise Hardy

Louise Hardy

Chair of the Remuneration Committee


2018 Key achievements

  • Approval of the updated Remuneration Policy by shareholders at the 2018 AGM
  • Review and approval of the remuneration arrangements for the new CFO
  • Review and approval of annual bonus targets following the sale of the French business and the acquisition of Permavoid and Manthorpe
  • Review of the impact of the new UK Corporate Governance Code and approval of amendments to the Committee’s terms of reference as well as appropriate policies and procedures
  • Introduction of a post-vesting holding period for awards under the LTIP

Areas of focus in 2019

  • Review of performance targets for awards under the LTIP to ensure they remain appropriate
  • Embed updated policies and procedures following changes to Committee scope under the UK Corporate Governance Code

Role of the committee

The role of the Committee is set out in its Terms of Reference which are reviewed annually and were last updated in November 2018. The Terms of Reference are available below.

Download the Remuneration Committee Terms of Reference

The Committee is responsible for determining all aspects of Executive Director pay. It also monitors pay arrangements for other senior executives and oversees the operation of all share plans.

Committee membership and meetings

The Committee comprises all of the Non-Executive Directors, all of whom are considered to be independent, and their attendance at meetings during the year. The CEO, Martin Payne, was also present at those meetings by invitation. The Committee meets at least three times a year and thereafter as required, and in 2018, the Committee met five times. With effect from 1 February 2019, Louise Hardy was appointed as Chair of the Committee in place of Moni Mannings, who stepped down as Chair with effect from 31 January 2019.

Responsibilities

  • Determine and agree the framework or broad policy for the remuneration (including pension rights and any compensation payments) of the Company's Chief Executive Officer, Chairman, the executive directors, the Company Secretary and such other members of senior management as it is designated to consider.
  • Review the ongoing appropriateness and relevance of the remuneration policy
  • Take responsibility for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee
  • Review and note annually the remuneration trends across the Company or Group
  • Approve the design of, and determine targets for, any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes (in accordance with the UK Corporate Governance Code)
  • Oversee any major changes in employee benefits structures throughout the Company or Group