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Terms of reference for the Remuneration Committee
Definitions
Executive Team means the direct reports of the Chief Executive and Secretary. Senior management means the direct reports of the Executive Team.
Terms of Reference
(a) To approve on behalf of the Board of Trustees:
(i) The employment contracts, annual salary and remuneration review and any termination agreements for the Chief Executive and Secretary and the Executive Team. For information purposes the Committee may also receive details of the salaries and remuneration packages of the senior management.
(ii) Employment policy for all staff, including pension schemes, and any general arrangements for performance related pay.
(iii) Annual salary budget changes and material changes to staff costs.
(iv) Fees and other remuneration to be paid to any Trustee for any services to the IET (eg honoraria etc); such payments to be declared in the IET’s annual accounts.
(v) Any offer of a non-executive directorship or other external appointment made to the Chief Executive and Secretary or members of the Executive Team, whether remunerated or not.
(b) To consider the remuneration of the Chief Executive and Secretary and the Executive Team, as set out below:
(i) The goals, objectives and performance measures for the Chief Executive and Secretary will be set on the basis of the agreed strategic plan and goals for the IET as a whole and agreed with the President, who in turn will share with the Chairman of the Committee.
(ii) The President will review the performance of the Chief Executive and Secretary against the goals, objectives and performance measures set and report on these to the Committee. Using this input the Committee will decide upon the base pay and incentive awards for the Chief Executive and Secretary, also taking account of the situation of the IET, the economic environment, the external market and benchmarks, supported by external advisors as appropriate.
(iii) The Board of Trustees will set the corporate objectives and KPIs that underpin the corporate segment of the incentive plans for the Executive Team. It is the responsibility of the Chief Executive and Secretary to set the personal objectives of the Executive Team; the objectives will be seen by the Committee in advance of being set and the Chief Executive and Secretary will consider comments forthcoming from the President.
(iv) The rating of the Executive Team’s performance against corporate objectives and the Chief Executive and Secretary’s assessment of performance against corporate objectives should be reported to the Committee along with recommendations for changes in base pay and bonus awards, taking into account the situation of the IET, the economic environment, the external market and benchmarks, supported by external advisors as appropriate.
(v) The Committee will have ultimate responsibility for approving remuneration levels for the Executive Team.
(c) To report to the Board of Trustees. A formal report to be submitted at least once per year detailing broadly the activities of the Committee throughout the year. In addition, the content of these reports will include details of salary costs, salary changes, objectives and agreed performances, progress on long term incentive plans, executive management changes. The report will not mention individual salary or bonus information.
