Terms of Reference. The Investec DLC Remuneration Committee. 1. Overview

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1 Terms of Reference The Investec DLC Remuneration Committee 1. Overview Investec Limited and Investec plc and their subsidiaries are managed as a single economic enterprise as a result of the Dual Listed Companies structure, in accordance with the laws and regulations applicable to each of the jurisdictions in which they operate (hereafter referred to as the Group), and Accordingly, each of Investec plc and Investec Limited will adopt these terms of reference which will apply to the Remuneration Committee of the combined Investec Group. 2. Membership The Remuneration Committee shall comprise at least three members who will all be Non-Executive Directors who will be independent of executive management and free from any business or other relationship that could interfere with the exercise of their independent judgement. The Company Chairman may be a member of, but not chair, the Remuneration Committee Remuneration Committee members and its Chairman shall be appointed by the Boards of Investec Limited and Investec plc (hereafter referred to as the Board), on the recommendation of the Nomination and Directors Affairs Committee Remuneration Committee members may be removed or replaced by the Board at any time Membership will automatically end at such time as a member ceases to be a member of the Board Remuneration Committee members shall be identified in the Investec Annual Report together with their attendance at Remuneration Committee meetings during each year Remuneration Committee members are entitled to receive remuneration as determined from time to time by the Board. Other individuals may be invited to attend all or part of a meeting as and when appropriate, but shall not have a vote. 3. Composition Philip Hourquebie (Chairman) Charles Jacobs Zarina Bassa Perry Crosthwaite

2 4. Quorum The quorum for decisions of the Remuneration Committee shall be any two members present throughout the meeting. 5. Secretary One of the Group s Company Secretaries or their nominee shall act as Secretary of the Remuneration Committee. 6. Notice of meetings Remuneration Committee meetings will be called by the Secretary at the request of the Chairman or any of its members. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of the items to be discussed, shall be forwarded to each Remuneration Committee member and any other person required to attend, no later than 3 working days before the date of the meeting. 7. Frequency Remuneration Committee meetings will be held as and when appropriate but at least quarterly, normally before regular meetings of the Board or as required by the Chairman. 8. Meetings other than in person Where deemed appropriate by the Remuneration Committee Chairman, meetings and subsequent approvals and recommendations may occur via written resolution or conference call or other electronic means of audio or audio-visual communication. 9. Voting A motion shall be passed by a simple majority of votes cast in favour thereof by members present and eligible to vote, or by a resolution in writing signed by the majority of Remuneration Committee members. There shall be no casting vote.

3 10. Minutes of meetings The Secretary shall minute the proceedings and resolutions of all Remuneration Committee meetings, which shall be circulated promptly to all Remuneration Committee members and other Remuneration Committee meeting attendees as appropriate. 11. Specific Duties The Remuneration Committee will: General responsibilities Give full consideration to the Directors Duties contained in the UK Companies Act 2006 and will consider the factors listed in Section 172 of the Companies Act 2006, the FCA Code of Practice on Remuneration Policies, the UK Corporate Governance Code, the UK Listing Authority s (the UKLA ) Listing Rules and Disclosure and Transparency Rules as well as the JSE Limited s ( JSE ) Listing Rules, the King III Code and the Financial Stability Board s Principles for Sound Compensation Practices and Implementation Standards and any other relevant codes and, in each case, associated guidance. Determine, develop and agree with the Board the framework or broad policy for the remuneration of the Chairman, Executive Directors of the Group, senior management below Board level who are members of the Global Operations Forum, defined as Persons Discharging Managerial Responsibility ( PDMRs and employees falling within the definition of Principle 8 of the FCA Remuneration Code (i.e. employees performing a significant influence function and employees whose activities could have a material impact on the Group s risk profile) ( Code Staff ) Take into account factors that it deems necessary in determining such policy, including that such arrangements are consistent with and promote effective risk management. The relative position compared to companies in the peer group should also be taken into account. The objective of policy will be to ensure that members of the executive management of the Group will be provided with appropriate incentives to encourage enhanced performance and will be, in a fair and responsible manner, rewarded for their individual contributions to the success of the Group and be aligned with the long-term corporate objectives and business strategy of the Group. Review on a regular basis, at least annually, the policy, receive reports on its implementation, assessing compliance with relevant regulatory requirements, including but not limited to the FCA Remuneration Code and the Financial Stability Boards Principles for Sound Compensation Practices and Implementation Standards, and ensuring that the policy contains provisions for avoiding conflicts of interest On an annual basis, review an independent internal review for compliance with policies and procedures adopted by the Remuneration Committee

4 The Committee will review periodically, and at least annually, the Group s Register of Code Staff Review and approve the design of, and determine targets and objectives for any performance related pay schemes operated by the Group and approve the aggregate annual payments made under such schemes Make recommendations to the Board relating to the remuneration of Non- Executive Directors which will be a matter for the Chairman and the Executive Directors. Advise, and where appropriate, make recommendations to the Board as to developments in best practice relating to remuneration. Investigate into, and report and/or make recommendations regarding any matter within its remit which is referred to it by the Board. Remuneration responsibilities Within the terms of the agreed remuneration policy, review and approve the total individual remuneration packages of the Executive Directors, PDMRs and Code Staff including, where appropriate, bonuses, incentive payments and share schemes, reflecting their duties, responsibilities and the value of their time spent. Within the terms of the agreed remuneration policy, review and approve the individual remuneration packages of members of the Internal Audit, Risk and Compliance functions and ensure that such packages are competitive and are determined independently of other business areas Co-ordinate its activities with the Chairman and the CEO as well as consult them in formulating the Remuneration Committee s remuneration policy, and when determining specific remuneration packages, and consulting other Non-Executive Directors in its evaluation of the Chairman and the CEO. Scrutinise all other benefits, including benefits in kind and other financial arrangements to ensure they are justified, appropriately valued and suitably disclosed. Consider legal redress where performance achievements are subsequently found to have been significantly misstated so that bonuses and other incentives should not have been paid. Determine the policy for and scope of pension arrangements, termination payments and compensation commitments for each Executive Director. Review (at least annually) the terms and conditions of executive directors service agreements, taking into account information from comparable peer group companies where relevant. Be aware of, and advise on, any major changes in employee benefit structures throughout the Group. Share incentive schemes responsibilities Review and approve all share incentive plans for approval by the Board and shareholders, as may be required. For any such plans, determine each period whether awards will be made, and if so, the overall amount of such awards, the individual awards to Executive Directors and PDMRs and the performance targets to be used.

5 Keep under review the Group s employee share schemes in light of legislative and market developments and the overall remuneration policy of the Group. Reporting Responsibilities Report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities and make recommendations it deems appropriate on any area within its remit where action or improvement is required. Produce an annual report of the Group s remuneration policy and practises which will form part of Group s Annual Report, following best practise guidelines and disclosing and communicating the Group s strategic objectives in order to enable shareholders to take an informed and considered view of remuneration policy and its implementation. Ensure that all provisions regarding disclosure of remuneration,including pensions, as listed in Section 12.43A (c) of the UKLA Listing Rules (and any South African equivalent), the Director s Remuneration Report Regulations 2002 the n the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, the South African Banks Act Regulations 2011, the UK Corporate Governance Code Combined Code, the King III Code and any other relevant codes and requirements are fulfilled. Consider each year whether circumstances will be such that the shareholders at the Group s AGM will be invited to approve the remuneration policy that has been set out in the Investec Annual Report. Ensure that the remuneration policy and practices included in the annual report and ensuring are put to shareholders for approval at the AGM, as required Other Responsibilities Review and agree policy for the authorisation for reimbursement of any claims for expenses from the Executive Directors and Chairman of the Group. Formulate a policy which will ensure that directors are reimbursed for all direct and indirect expenses reasonably and properly incurred. Play an active role in remuneration matters related to succession planning, notably for the CEO and PDMRs. Review its own performance, composition and terms of reference at least once a year, to ensure it is operating effectively and recommend any changes it considers necessary to the Board for approval. Ensure that these terms of reference are made available on request and are placed on the Group s corporate website. Ensure that the Chairman of the Remuneration Committee or, in their absence, an appointed deputy attends the Group's AGM to answer shareholders' questions about directors' remuneration. Ensure that new members are provided with appropriate and timely training, both in the form of an induction programme and on an ongoing basis for all members In discharging the responsibilities under these Terms of Reference, the Committee will seek advice from the Board Risk and Capital Committee on the

6 management of remuneration risk including advice on the setting of performance objectives in the context of incentive packages. In the event of any difference of view, appropriate performance objectives will be decided by the non-executive members of the Board. 12. Scope of Duties The foregoing list of specific duties and reporting responsibilities is not intended to be either complete or exclusive, and the Remuneration Committee shall, in addition, have such powers as may be necessary or appropriate for the performance of its duties in terms of these terms of reference. All interpretations and determinations of the Remuneration Committee made in accordance with the authority granted to it herein shall be binding on all interested parties. 13. Authority The Board authorises the Remuneration Committee: To perform each of the specific duties and undertake each of the reporting responsibilities contained in these terms of reference and have the power to delegate authority to sub-committees or individuals, as it deems appropriate. To investigate any matter within its terms of reference and seek any information it requires from any employee (all employees being directed to co-operate with any such request by the Remuneration Committee). To be responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration, legal or other professional consultants that advises the Remuneration Committee at the cost of the Group, and to secure the attendance of outsiders with relevant experience and expertise if the Remuneration Committee considers this necessary Where remuneration consultants are employed a statement should be made available as to whether they have any other connection with the company The Board authorises the Remuneration Committee Chairman to attend the Investec AGM and respond to any questions from shareholders.