“Do the CEO and/or HR Director attend meetings of the Remuneration Committee? If so, is this by invitation on specific items or as a matter of course at every meeting? Is the Remuneration Committee separately advised by independent remuneration consultants?”
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the CEO and HR Director both attend the RemComas a matter of course, but they are not present when matters relating to their remueration are discussed.
Independent remuneration consultants generally attend as a matter of course but are not present on specific matters.
The RemCom is attended by both the CEO and HR Director as a matter of course, but they are not present when matters relating to their own remuneration are discussed.
Independent remuneration consultants attend by invitation on specific matters.
Our CEO and Head of Reward attend as a matter of course (by standing invitation) but the CEO is not present when his own remuneration is discussed. The Co Sec also attends as Secretary to the Rem Com. Our remuneration consultants were appointed by the Rem Com and usually attend also.
The only people attending as of right are the RemCo members. Their external adviser (rem consultant) and I (as secretary) attend the whole meetings and wouldn’t normally be expected to leave. We occasionally ask our share schemes lawyer to attend and he is in the same category.
The CEO presents the more material items so attends all meetings, as does our HR Director (who is really a comp & bens professional). I have sometimes had our Asst Co Sec attend for personal development reasons, which no-one minded.
Only NXDs are the Remco members. Main Board Chairman usually attends. As does the CEO (who recuses himself when he is the subject). I am the Secretary and attend all meetings – and also recuse myself when necessary.
We no longer have an HR Director. My Deputy defacto has this role and will attend as required.
It is rare to have Rem Consultants attend. We have 2 firms advising. They are generally considered to be independent.
RemCom is attended by the CEO and the Company Secretary (to whom HR report). The Finance Director also attends by invitation when occassion demands. Remuneration consultants have been appointed but only attend if there is a particular project ongoing, and not for general remuneration review.
Those attending Remco by right are the NED members of the Committee, which does not include the Chairman. The Chairman and CEO attend by invitation, and it would be normal for them to be invited to all meetings. The Company Secretary attends all meetings as Secretary to the Committee. It is expected that if the package of an executive attending the meeting is under discussion, that person would step out of the meeting during that discussion.
Yes, there are independent remuneration consultants, but their advice is usually received in written/report format as part of the papers for a RemCo meeting. The Chairman of Remco arranges separate meetings from time to time with the consultants.
The HR Director is not usually invited to attend meetings dealing with the Board’s remuneration. Where there has been work on executive remuneration benchmarking below Board level using the consultants, his input is usually delivered via the invited CEO.
The CEO and HR Director attend all the meeting by invitation (the CEO leaves the meeting when it is the annual salary review discussion insofar as it relates to the CEO).The external remuneration adviser also attends some meetings (again by invitation).
The remuneration adviser advises both the Company and the RemCo.
CEO and HRD attend by invitation. Committee meets separately with remuneration consultants – who also advise the Company.
The CEO, CFO, Chief Human Resources Officer and the VP Executive Reward have a standing invitation to attend meetings of the Remuneration Committee other than when their own remuneration is being considered. The Chairman is a member of the Remuneration Committee and does not attend when his fee is under review. The Remuneration Committee is separately advised by independent consultants and they attend by invitation.
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CEO and FD, by invitation only, on specific items and not as a matter of course. The Co Sec acts as secretary to the Committtee. We don’t have a Group HR director at the moment. The Committee seeks external advice from time to time.
We do not have a Group HR director. The company secretary acts as secretary to the committee and attends all meetings. The CEO and/or executive chairman attend meetings by invitation but not as a matter of course – for example, they would not normally attend meetings to consider the committee’s general policy on remuneration packages for the executive directors, including general approach to performance conditions etc, but would attend meetings to discuss salaries and specific targets for executives (other than themselves).
Consultants attend if they are presenting new proposals but not otherwise.
The CEO attends most meetings by invitation.
The Remco is separately advised by independent remuneration consultants.
Currently, all of our NEDs and the Chairman are members of the Remuneration Committee and the CEO has a standing invitation to attend. I attend as secretary to the Committee but I also administer the pension, share and bonus schemes. We do not have an HR function – the closest thing is myself but it by no means approximates a real HR resource. The independent consultants are rarely in attendance – really due to the economic climate of late meaning that packages have been frozen or only marginally increased. They are utilised when changes to benefit structures are anticipated rather than routinely.
The CEO attends the meetings by invitation but generally as a matter of course, given that he makes recommendations to the Committee from time to time on certain matters (i.e. the remuneration of his non-board member subordinates). However, the CEO always withdraws when matters relating to his own remuneration are discussed and voted upon.
We do not have an HR director.
The Committee is separately advised by remuneration consultants who, other than working out the annual TSR performance and assisting with the quantification of the potential value of share awards for the statuory accounts, do no other work for the company.
Yes, by invitation. Yes, an indep adviser appointed. CEO/HR director step out for discussion of their remuneration and the Committee has separate private sessions with the adviser.
Yes to the above question, by invitation and of course do not discuss their own remuneration. Apart from the Non-Execs then the only other attendee is the Company Secretary
As a general rule, the CEO would attend by invitation to discuss specific issues (except for his or her own remuneration). Independent consultants are retained to advise on remuneration matters.
The CEO, HR Director, Reward Director and Committee Secretary attend every meeting but are not members of the Committee. The CEO and HR Director leave the meeting when their own compensation is being discussed. The Committee has appointed remuneration consultants who are invited to attend and present to the Committee at appropriate times for specific items. They do not attend as a matter of course.
The CEO and HR director attend by invitation, but as a matter of course. The Co Sec is also Sec of the Remco, but I have seen instances where the HR Director acts as Secretary to the Remco and the Co Sec does not attend. The use of external consultants is kept to a bare minimum – they certainly do not attend every Remco – in fact it is very rare.
Apart from the non-executive committee members, the Chief Executive normally attends the committee meetings unless his remuneration is discussed. The Remuneration Committee is advised by independent remuneration consultants.
Yes to all of this. In theory, they attend by invitation; in practice as a matter of course (except when their own remuneration is discussed). Ditto the Committee’s independent advisor.