Remuneration and Nomination Committee: Terms of Reference
Reference to “the Committee” shall mean the Remuneration and Nomination Committee.
Reference to “the Board” shall mean the Board of Directors of Games Workshop Group PLC.
- Membership and attendance
- The Committee shall be appointed by the Board and shall comprise of a Chairman and at least one other member.
- All members of the Committee shall be independant directors who are considered by the Board to be independent of management and free from any business or other relationship which could interfere with the exercise of their independent judgment.
- The Board shall appoint the Committee Chairman.
- The Committee may co-opt additional members as they think fit to provide specialist independent advice, provided that any member so co-opted must also be fully independent of management and free from any business or other relationship which could interfere with the exercise of its independent judgment.
- The Committee may ask the Chief Executive, Group Finance Director and any relevant senior management to attend meetings either regularly or by invitation, but the invitees have no right of attendance.
- The Company Secretary or their nominee shall act as the Secretary of the Committee.
- In the case of it being inappropriate for the Company Secretary to be present at the meeting, a member of the Committee shall act as the Secretary of the Committee
- The quorum necessary for the transaction of business shall be two. 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.
- Meetings may be held by telephone or video conference.
- Frequency of meetings
- The Committee shall meet not less than twice times per year at such times as the Chairman of the Committee shall require.
- Notice of meetings
- Meetings of the Committee shall be convened by the Secretary of the Committee at the request of any member thereof.
- 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 in advance of the date of the meeting.
- Minutes of meetings
- The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.
- The Secretary should ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly.
- Minutes of Committee meetings shall be circulated promptly to all members of the Committee and to all members of the Board
- Annual General Meeting
- The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.
- To make recommendations to the Board on the company’s policy on executive remuneration, including determining specific remuneration packages and terms of employment (including pension rights) and determining performance incentive arrangements for executive directors and certain other senior executives.
- To approve the expenses incurred by the Chief Executive Officer.
- To nominate, for approval by the Board, candidates for appointment to the Board
- To vet and approve recommendations from the executive directors for the appointment of senior executives
- Implementation of policies
- The Committee will seek to ensure that the remuneration of executive directors (consisting of basic salary, pension benefits and benefits in kind) will be competitive with those in other comparable organisations so as to attract high calibre individuals with relevant experience
- The Committee will ensure that part of the remuneration of executive directors will be based on the financial performance of the Group using predetermined targets so as to motivate and reward successful business performance in the interest of shareholders.
- Personal review of executive directors’ performance
- The Committee will, on an annual basis, review the performance of individual executive directors in achieving their agreed personal objectives.
- The outcome of these reviews will be discussed with the Chief Executive
- The Committee may, if appropriate, make recommendations to the Board on matters relating to the personal performance of executive director
The Committee is authorised:
- to seek any information it requires from any employee of any company within the Group in order to perform its duties;
- to obtain, at the company’s expense, outside legal or other professional advice on any matters within its terms of reference; and
- to call any member of staff to be questioned at a meeting of the Committee as and when required.
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