Agenda
New Anglia LEP Remuneration Committee
Friday 15 December 2017
Birketts, Kingfisher House, 1 Gilders Way, Norwich, NR3 1UB.
11:30 - 13:00
Attendees:
Doug Field
Mark Jeffries
Charley Purves
Jeanette Wheeler
Apologies:
Andrew Proctor
1. Terms of reference
2. CEO / COO salaries - proposal from Chairman
3. Performance management process
4. Forward programme
Next meeting - to be confirmed
NEW ANGLIA LEP
TERMS OF REFERENCE - REMUNERATION COMMITTEE
Aims and objectives
There should be a formal and transparent procedure for developing policy
on executive remuneration.
1.
Membership
1.1.
The Board shall appoint an Independent Committee Chair, who shall
serve for maximum five-year term.
1.2.
The Committee shall be made up of at least three members, including
the Independent Committee Chair. No Board Member who is an
employee of the LEP or who has left the LEP’s employment within three
years to the LEP, or a spouse or partner of such employee, shall serve
on the Committee.
1.3.
Two members of the Committee shall be appointed by and from the
members of the New Anglia LEP Board.
1.4.
The Committee is authorised to co-opt the Chair of the LEP as a
Committee Member (if not already appointed) for the purposes of
facilitating the annual performance review process in respect of the
Managing Director.
1.5.
Only members of the Remuneration Committee have the right to attend
Remuneration Committee meetings. However, other individuals and
external advisers may be invited to attend for all or part of any meeting
as and when appropriate.
1.6.
Appointments to the Committee shall be reviewed annually by the
Board.
2.
Quorum
2.1. The quorum necessary for the transaction of business shall be 3. 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.
3.
Meetings
3.1. The Committee shall meet at least once a year and at such other times
as the chair of the Committee shall require.
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NEW ANGLIA LEP
TERMS OF REFERENCE - REMUNERATION COMMITTEE
3.2. 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, any other person required
to attend no later than one week before the date of the meeting.
Supporting papers shall be sent to committee members and to other
attendees as appropriate, at the same time.
4. Minutes of Meetings
4.1. Minutes of Committee meetings shall be circulated promptly to the Chair
and, once agreed, to all members of the Board.
5. Duties
The Committee shall:
5.1.
Determine and seek approval of the Board for the framework or broad
policy for the remuneration of the executive team, as it is designated to
consider.
5.2.
In determining such policy, take into account all factors which it deems
necessary. The objective of such policy shall be to ensure that members
of the executive team 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
LEP.
5.3.
Approve the design of, and determine targets for, any performance
related pay schemes operated by the LEP and approve the total annual
payments made under such schemes.
5.4.
Ensure that contractual terms on termination, and any payments made,
are fair to the individual, and the LEP.
5.5.
Review the outcomes of the performance review process in respect of
the Managing Director and any other executives appointed from time to
time.
5.6.
Within the terms of the agreed policy make recommendations to take to
the Board regarding the total individual remuneration package of the
Managing Director and any other senior executive officers or employees
who may be appointed from time to time, including bonuses and
incentive payments.
5.7.
In determining such packages and arrangements, give due regard to any
relevant legal requirements;
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NEW ANGLIA LEP
TERMS OF REFERENCE - REMUNERATION COMMITTEE
5.8. Review and note annually the remuneration trends across the public and
private sectors.
5.9. Oversee any significant changes in employee benefits structures
throughout the LEP.
5.10. Be exclusively responsible for establishing the selection criteria,
selecting, appointing and setting the terms of reference for any
remuneration consultants who advise the Committee and to obtain
reliable, up-to-date information about remuneration in other LEPs and
comparative businesses. The Committee shall have full authority to
commission any reports or surveys which it deems necessary to help it
fulfil its obligations within budgetary constraints.
6.
Reporting Responsibilities
6.1. The Committee Chair shall report formally to the Board on its
proceedings after each meeting on all matters within its duties and
responsibilities.
6.2. The Committee shall make whatever recommendations to the Board it
deems appropriate on any area within its remit where action or
improvement is needed.
7.
Other
7.1. The Board shall, at least once a year, review the performance of the
Remuneration Committee, constitution and terms of reference to ensure
it is operating at maximum effectiveness.
8.
Authority
8.1. The Committee is authorised by the Board to seek any information it
requires from any employee of the LEP, in order to perform its duties.
8.2. In connection with its duties the Committee is authorised by the Board
to obtain, at the LEP’s expense, any outside legal or other professional
advice, within budgetary constraints.
April 2017
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