The purpose of the Remuneration and Nominations Committee (‘Committee’) is to:
- Oversee and regulate compensation and organisation matters affecting Accordant Group Limited (‘Accordant’ or the ‘Company’), including remuneration and benefits structures, policies, performance and remuneration of the Company’s directors and senior executives, management development and succession planning for the Chief Executive officer and direct reports to the Chief Executive Officer, and major organisation changes providing a more focused and streamlined process where Board approval would otherwise be required ; and
- Identify and recommend individuals to the board for nomination as members of the Board and its committees and the terms, if any, of such membership.
The Committee shall be appointed by the Board and shall comprise a minimum of three members. A majority of the members of the Committee must be independent directors. The Board shall appoint a Chairperson of the Committee. Management should attend Committee meetings only at the invitation of the Committee.
(a) Subject to direction by the Board, the Committee will follow such procedures as it shall determine.
(b) A quorum of the Committee is two members. The Chairperson shall not have a casting vote in the case of a deadlock; and the members must resolve differences or disputes between themselves at the relevant meeting, failing which the matter will be referred to the full Board for a final decision on the subject matter of the deadlock.
(c) The Committee Chair will nominate an executive to act as secretary of the Committee.
- The Committee will meet at least annually and as it deems necessary to properly fulfil its obligations and discharge its duties.
- Directors who are not members of the Committee have a standing invitation to attend any meeting of the Committee. Members of management may be invited to attend any meeting of the Committee as considered necessary.
- The Committee may ask any party to withdraw from any part of any meeting where his or her performance is being discussed or where a conflict of interest exists.
- Notice of Committee meetings and the business to be conducted at such meetings shall be given to the members of the Committee and all other members of the Board. The notice and form of meeting requirements of the Committee shall be the same as for meetings of the full Board of Directors. The Chairperson shall review the agenda for each meeting prior to its issue. Any Committee member may require business to be included in the agenda.
- The minutes of all meetings will be circulated to the Board. The Committee Chair will report to the full Board the deliberations and recommendations of the Committee at the Board meeting immediately following the Committee meeting.
4. Responsibilities and duties – remuneration related matters
The Committee does not take actions or make decisions on behalf of the Board unless specifically mandated. The Board has delegated the following duties and responsibilities to the Committee:
- Reviewing and making recommendations to the Board regarding the Company’s remuneration strategy, structure and policy;
- Reviewing and making recommendations to the Board regarding the Company’s human resources strategy, recruitment, retention and diversity;
- Reviewing and making recommendations to the Board regarding the appointment of the Chief Executive, setting the terms of employment and where necessary, terminating the employment;
- Reviewing the performance of the Chief Executive from time to time and facilitating formal periodic reviews of the Chief Executive’s performance by the Chairman of the Board;
- Reviewing the Chief Executive’s performance evaluation of his or her direct reports and approving the appointment, termination, remuneration and any other variation of the conditions and terms of employment of the Chief Executive’s direct reports;
- Making recommendations to the Board with respect to short and long-term incentive plans and other employee benefits and proposing amendments including exercising authority with respect to the administration of any incentive plans;
- Overseeing management succession and risk management planning for agreed key roles within the Company.
5. Responsibilities and duties – nominations related matters
- To develop and use a skills matrix to help ensure the correct mix of skills is achieved when considering appropriate appointments for the Board so as to achieve the most appropriate balance of skills, qualifications, experience and background to effectively govern the Company;
- Establishing and implementing a programme to regularly assess the performance of individual Directors, Board committees and the Board as a whole. The assessment of Board performance will take into account such factors as it deems appropriate;
- Recommending to the Board individuals for nominations as members of the Board and its committees, including in relation to any shareholder nominations;
- Assessing director independence;
- Ensuring a letter of engagement is in place for new Directors;
- Overseeing a new Director’s induction programme;
- Overseeing the continuous education of existing Directors; and
- Recommending to the Board the removal of any Director, subject to the provisions contained in the Constitution.
6. Procedure for director nominations
The following procedure will be adopted in respect of director nominations:
- proper checks will be conducted as to qualifications, credentials, experience, education, criminal record and bankruptcy history;
- key information about an individual will be provided to shareholders to assist their decision as to whether or not to elect or re-elect the candidate, including biographical details, relevant skills and experience, and any other material directorships that they hold;
- where the candidate is standing for the first time, any material adverse information revealed by the checks about the candidate will be provided to shareholders.
7. Power and Authority
The Committee may exercise the following delegated authorities on behalf of the Board:
- Authorise any annual payment of short-term incentives in accordance with authorities established by the Board;
- Approve all employment agreements, remuneration policies, remuneration structures, remuneration changes and incentive payments of the Chief Executive’s direct reports;
- Approve any matter affecting the employment of the Chief Executive’s direct reports required as part of the standard approval policy.
- Respond to any request for advice or approve any recommendation of the Chief Executive pertaining to human resources or remuneration matters applying to the general staff.
The Committee may delegate any of its responsibilities to the Chair of the Committee from time to time and on such conditions as the Committee considers appropriate. The Committee is authorised by the Board to investigate any activity covered by its roles.
The Committee members may communicate with any Company employee to seek any information they require in order for the Committee to carry out its role. The Committee and each member of the Committee shall have the authority of the Board to:
- Retain, terminate and consult with outside or other independent external advisers (including legal and remuneration consultants) at the Company’s expense;
- Secure the attendance at meetings of outside parties with relevant experience where the Committee or a Committee member deems it necessary to carry out the functions of the Committee.
Committee members are entitled to rely on Company executives on matters within their responsibility and on external professionals on matters within their area of expertise and may assume the accuracy of information provided by such persons, so long as the Committee member is not aware of any reasonable grounds upon which such reliance or assumption may be inappropriate.
9. Review by Board
Approved by the Board of Accordant Group
Date: 23 June 2023