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Ultra Electronics Holdings PLC
Terms of Reference of the Remuneration Committee
1. CONSTITUTION
The Board has resolved to establish a Committee of the Board to be known as the Remuneration Committee.
2. PURPOSE OF COMMITTEE
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(a)
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To determine and agree with the Board the framework or broad policy for the remuneration of the Chief Executive and the remaining executive Directors;
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(b)
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to ensure that the Company's executive directors are fairly rewarded for their individual contributions to the Company's overall performance and with due regard to the interests of shareholders and to the financial and commercial health of the Company; and
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(c)
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to ensure that contractual arrangements for the termination of directors are fair both to the individuals concerned and to the Company.
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3. MEMBERSHIP
The Committee is appointed by the Board and comprises the non-executive directors of the Company.
The Chairman of the Committee is appointed by the Board.
The Company Secretary is the Secretary of the Committee.
4. ATTENDANCE AT MEETINGS
A quorum is two members. No meeting may be held validly unless all members of the Committee have received notice thereof. Whenever it is practicable meetings are arranged so that all Committee members and the Committee Secretary can be present.
No director is present while his own remuneration is under debate.
5. FREQUENCY
Meetings take place as required and as determined by the Chairman of the Committee and in any event not less than twice a year.
6. AUTHORITY
The Committee is authorised by the Board to set remuneration for all executive directors and the Company Secretary.
The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.
Remuneration of the Chairman and the non-executive directors is a matter for decision by a sub-committee of the executive directors. These decisions are taken with the benefit of relevant independent professional advice.
7. ROLE AND RESPONSIBILITIES
The responsibilities of the Committee are:
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(a)
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to set the remuneration of the Chief Executive, the executive directors of the Main Board and the Company Secretary. "Remuneration" is deemed to include all aspects of remuneration including, without limitation, salary, annual and long term bonus, benefits from share and share option schemes, benefits in kind and pension entitlements;
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(b)
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to determine targets for any performance-related pay schemes operated by the Company;
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(c)
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to ensure that contractual arrangements for termination, and any payments made, are fair both to the individuals concerned and to the Company;
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(d)
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to monitor and make recommendations regarding the level of remuneration for senior managers reporting to the executive directors;
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(e)
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to advise on any major changes in employee benefit structures throughout the Company;
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(f)
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to agree the policy for authorising claims for expenses from the Chief Executive;
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(g)
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to be responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference of any external consultants who advise the Committee;
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(h)
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to ensure that provisions regarding the disclosure of remuneration as set out in the Directors‚ Remuneration Report Regulations 2002 and the Combined Code are fulfilled;
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(i)
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to report the frequency of and attendance by members at meetings of the Committee in the Company's annual reports; and
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(j)
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to consider any other matters related to the remuneration of directors which the Board may ask it to consider.
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8. REPORTING PROCEDURES
The Secretary circulates the minutes of the Committee to all members of the Committee.
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