Board Remuneration Committee

The Board Remuneration Committee (with delegated authority from the Board) shall:

Determine and agree with the Board of Directors the framework and policy for the Remuneration of the Group’s Chairman and Executive Directors (with the exception of the Chairman hereafter referred to as “the senior managers”). The Committee has delegated responsibility for setting Remuneration for the above personnel.
Ensure that none of the above personnel shall be involved in any decisions relating to their own Remuneration
Determine targets for Performance Related Pay Schemes for senior managers.
Determine the policy form and scope of Pension arrangements for senior managers.
Ensure than contractual terms on termination, and any payments made, are fair to the individual and the Society/Group and that failure is not rewarded and that the duty to mitigate loss is fully recognised. In discharging this duty the Committee shall ensure that a standard contract is in place for senior managers that shall incorporate the Remuneration policy agreed by this Committee.
Within the terms of the agreed Remuneration policy determine the total individual Remuneration package of each member of the senior managers, including, where appropriate, bonuses, incentive payments and share options. The Remuneration package shall then be communicated to and approved by the Group Board of Directors.
In determining packages and arrangements shall have due regard to the contents of the Combined Code and any associated guidance.
Be aware of and advise on any major changes in employee benefit structures throughout the Group.
Agree the policy for authorising claims for expenses from the Chief Executive and Chairman.
Ensure that the provisions regarding disclosure of Remuneration including Pensions, as set out in the Directors Remuneration Report Regulations 2002 and the Combined Code are fulfilled. This is a delegated responsibility to the Finance Director and approved by the Board Audit and Compliance Committee and full Board when approving the Annual Report and Accounts.
Be exclusively responsible for establishing a selection criteria, selecting, appointing and setting the terms of reference for any Remuneration Consultants who advise the Remuneration Committee.
Report the frequency of, and attendance by members at, Remuneration Committee Meetings and have this information available to members on request/and or detailed in the Annual Report and Accounts.
Make available its Terms of Reference on request by members and publish them on the Society’s website.
Be responsible for considering all elements of senior managers’ Remuneration such that the Group attracts, retains and motivates senior managers of sufficient calibre to lead the business and develop it for the long term benefit of our members.
Continuously monitor the Remuneration packages of the senior managers within the Building Society industry specifically and within the Financial Services and broad market place generally.
Ensure that comparative data relating to the industry is sensibly treated using independent advice from reputable and professional advisors so as to avoid upward ratchet of Remuneration levels.

The Remuneration of non-Executive Directors shall be agreed by the Fees Committee made up of the Chairman, Chief Executive and Finance Director. Remuneration shall be recommended after taking into account Remuneration of comparable Societies and other Financial institutions and receiving independent advice from an external Remuneration consultancy.