- the quorum necessary for the transaction of business shall be two.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;
- determine the policy for and scope of pension arrangements for each Executive Director;
- determine targets for any performance-related pay and share schemes operated by the Company;
- in determining such packages and arrangements, give due regard to the comments and recommendations of the Combined Code as well as the Listing Rules of the Financial Services Authority and associated guidance;
- ensure that contractual terms on termination, and any payments made, are fair to the individual and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised, in line with the statement of best practice in the ABI Guidelines;
- ensure that provisions regarding disclosure of remuneration, including pensions, as set out in the Directors’ Remuneration Report Regulations 2002 and the Code, are fulfilled;
- be aware of and advise on any major changes in employee benefit structures throughout the Company or Group;
- be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee;
- meet as required during the year; and
- report the frequency of, and attendance by members at, Remuneration Committee meetings in the annual report (see page 47).
Remuneration policy
The Remuneration Committee’s policy
is to set the main elements of the
remuneration package in order to reflect:
- the performance of the individual concerned;
- the performance of the business unit(s) for which he/she is responsible;
- in the case of Group directors, the performance of the Group as a whole; and
- the relevant market(s) for executives and the terms and conditions prevailing in those markets.
The Committee recognises that the main competitors of the Group and, therefore, comparators for remuneration are found outside the group of companies that are listed. In consequence, the Committee needs to reflect that in its deliberations including RPS’ market leading position in a number of those markets.
The Committee is, in addition, mindful of trends and best practice amongst listed companies of a similar size in the Support Services sector.
The policy is designed to attract, retain and motivate individuals by providing the opportunity to earn competitive levels of compensation provided performance is delivered, whilst remaining within the range of compensation offered by similar companies.
Directors’ remuneration is the subject of annual review in accordance with this policy. Additionally, it focuses on the contribution to the continued long term growth and success of the Company and seeks to align their interests with those of the Company, employees and shareholders.
The charts on page 53 demonstrate the proportion of the maximum potential compensation which is performance related for each Executive Director.
The Remuneration Committee appointed and received wholly independent advice on executive compensation and associated share administration from Halliwell Consulting.
Base salary
When determining the salary of the
Executive Directors the Remuneration
Committee has taken into consideration:
- the performance of the Group as a whole;
- the performance of the individual Executive Director both for the Group and the businesses under his control;
- pay and conditions throughout the Company; and
- the market conditions in the sector the Group operates in.
The results of this exercise were then benchmarked against an independently established group of listed companies.
This group was identified independently by Halliwell Consulting.
The basis of selection of the group was:
- companies within the same sector as the Company; and
- companies with a range of market capitalisations such that the Company sits within the middle of the comparator group.This group is reviewed on an annual basis.
The companies comprising the comparator
group used in the 2007 Review were
as follows:
| Alfred McAlpine | Interserve |
| Ashstead Group | John Laing |
| Atkins WS | Mitie Group |
| Babcock International Group | Mouchel Parkman |
| BSS Group | Paypoint |
| Carter & Carter Group | Premier Farnell |
| Davis Service Group | Shanks Group |
| Enterprise | Sthree |
| Erinaceous Group | Speedy Hire |
| Filtronic | WSP Group |