A FTSE250 Company Secretary writes...
Do other companies circulate all Remuneration Committee meeting packs (and if so whether in full, or with material relevant to his/her own remuneration extracted) as a matter of course to their Group Finance Director who occasionally attends RemCo as an invitee? What is ‘best practice’ here please?
The RemCo papers are not circulated to the FD / CFO.
Our Remco pack is circulated to all members of the committee and all other NEDs. The CEO receives a copy of the papers, less any papers relating to his reward. The CFO attends occasionally and that has only been to discuss bonus measures/company out turn. The Remco chair provides a report to the Board and if EDs wish or require to know more then it would be about their personal reward arrangements which would be communicated via their line manager ie the CEO
CEO and HRD attend and get full packs. Other EDs (2) hear the Remco chair’s report to main board. FD attends Remco once per year to relate KPIs as relevant to remuneration, and to explain any exceptional items.
We have a Rem Com constituted entirely of NEDs, but the Chief Executive attends as a matter of routine (except where his remuneration is under consideration) at the invitation of the Rem Com, who have agreed that he should have access to the full meeting pack (but with specific material relevant to his own remuneration extracted if needs be). The Finance Director (the only other executive director in the plc) does not receive any Rem Com papers, as he does not attend the Rem Com meetings as a matter of routine, and very rarely attends as an invitee. The Chief Executive (to whom the FD reports) is tasked with communicating to the FD about remuneration matters relating to the FD, and the Rem Com reports back to the Board (which includes the FD) on matters dealt with at Rem Com meetings
We circulate the Remuneration Committee meeting packs to Committee members and the invited attendees of that meeting, which may include the CEO and CFO. Any information relating to their remuneration/ sensitive information is redacted from their packs accordingly before circulation. An oral update is also given by the Remuneration Committee Chairman to the full Board at the next board meeting.
No. We circulate such information to the CE, because he attends the meetings as an observer, but not the Finance Director who does not, nor to the other executive directors. I would imagine that any information relevant to their duties is shared with them, but not the minutes etc. An update is given by all Committee chairmen to the Board at all its meetings- which I think is best practice.
We only circulate to committee members and very occasionally to people invited to attend by the committee. The CFO is not normally invited.