Remuneration Committee
Reference to "the Committee" shall mean the Remuneration Committee.
Reference to "the Board" shall mean the Board of Directors.
1. Membership
1.1 Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the Chairman of the Remuneration Committee. The Committee shall be made up of at least 4 members, all of whom are independent non-executive directors.
1.2 Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chairman of the Board, Chief Executive, DD Human Resources and DD Legal Compliance and external advisers may be invited to attend all or part of any meeting as and when appropriate.
1.3 Appointments to the Committee shall be for a period of up to three years, which may be extended for a further three year period (or, in exceptional circumstances, two), provided the director remains independent.
1.4 The Board shall appoint the Committee Chairman who shall be an independent non-executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting. The Chairman of the Board shall not be Chairman of the Committee.
2. Secretary
2.1 The Secretary of the Society or their nominee shall act as the Secretary of the Committee.
3. Quorum
3.1 The quorum necessary for the transaction of business shall be 2 members. 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.
4. Frequency of Meetings
4.1 The Committee shall meet at least four times a year and otherwise as required.
5. Notice of Meetings
5.1 Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of any of its members or at the request of external or internal auditors if they consider it necessary.
5.2 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 and any other person required to attend no later than 5 working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.
6. Minutes of Meetings
6.1 The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.
6.2 The Secretary shall record any conflicts of interest divulged at the meeting.
6.3 Minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board.
7. Annual General Meeting
7.1 The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any member questions on the Committee's activities.
8. Duties
The Committee shall:
8.1 determine and agree with the Board the framework or broad policy for the remuneration of the company's Chief Executive, Chairman, the executive directors, the Secretary and the divisional directors. The remuneration of non-executive directors shall be a matter for the Chairman and the executive members of the Board. No director or manager shall be involved in any decisions as to their own remuneration;
8.2 in determining such policy, take into account all factors which it deems necessary. The objective of such policy shall be to ensure that executive directors and the divisional directors 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 Society;
8.3 review the ongoing appropriateness and relevance of the remuneration policy;
8.4 Determine the policy, term, objectives and content of, executive director and divisional director service contracts and regularly review these contracts to ensure that they remain aligned to the Committee's overarching remuneration policy and best practice guidance
8.5 approve the design of, and determine targets for, any performance related pay schemes operated by the company for the benefit of executive directors and divisional directors and approve the total annual payments under such schemes;
8.6 determine the policy for, and scope of, pension arrangements for each executive director and for divisional directors;
8.7 ensure that in relation to executive directors contractual terms on termination, and any payments made, are fair to the individual, and the Society, that failure is not rewarded, that the duty to mitigate loss is fully recognised and that severance payments are fully disclosed in the Directors' Remuneration Report;
8.8 within the terms of the agreed policy and in consultation with the Chairman and/or Chief Executive as appropriate, determine the total individual remuneration package of each executive director and divisional director including bonuses and incentive payments;
8.9 in determining such packages and arrangements, give due regard to any relevant legal requirements, the provisions and recommendations in the Combined Code, FSA Treating Customers Fairly Guidance, the UK Listing Authority's Listing Rules and associated guidance and any other relevant directives or governance guidance;
8.10 review and note annually the remuneration trends across the Group;
8.11 oversee any major changes in employee benefits structures throughout the Group;
8.12 agree the policy for authorising claims for expenses from the Chief Executive and Chairman;
8.13 ensure that all provisions regarding disclosure of remuneration including pensions, as set out in the Director's Remuneration Report Regulations 2002 and the Combined Code, are fulfilled; and
8.14 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 companies. The Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations.
9. Reporting Responsibilities
9.1 The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
9.2 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
9.3 The Committee shall produce an annual report of the Society's remuneration policy and practices which will form part of the Society's Annual Report and ensure each year that it is put to members for approval at the AGM.
10. Other
10.1 The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
11. Authority
11.1 The Committee is authorised by the Board to seek any information it requires from any employee of the Society in order to perform its duties.
11.2 In connection with its duties the Committee is authorised by the Board to obtain, at the Society's expense, any outside legal or other professional advice.