Remuneration Committee members
The members of the Remuneration Committee (the "Committee") are:
Martin Sutherland (Chair of the Committee)
The Company Secretary, attends all the meetings of the Remuneration Committee. The Chief Executive Officer, the Chief People and Infrastructure Officer and external advisers may be invited to attend for all or part of any meeting, as and when appropriate and necessary
Role of the Remuneration Committee
In accordance with its Terms of Reference, the Remuneration Committee reviews and determines on behalf of the Board and shareholders of the Company the pay, benefits and other terms of service of the executive directors of the Company and the broad pay strategy with respect to senior Group employees.
As the Company is AIM-listed, it is not legally required to set out its remuneration policy, however, below we have disclosed the Company's policy on a voluntary basis.
The objective of the Company's remuneration policy is to attract and retain the directors and senior executives needed to run the Group in a cost-effective manner. The remuneration policy of the Company has four principal components:
- Basic Salaries and Benefits in Kind – Basic salaries are determined by the Remuneration Committee bearing in mind the salaries paid in AIM-listed and other small market capitalisation healthcare companies. Within that frame of reference, it is intended that pay should be at or near the median level. Benefits in kind include the provision of company cars (or a salary alternative).
- Bonuses – Bonuses are payable to all staff according to the achievement by the Group of certain pre-determined targets including earnings. The level of bonuses payable on achievement of the targets is set at the level perceived correct to provide the necessary incentives for executive directors and senior managers. There are appropriate adjustments to the bonus payable in the event of over- or under-achievement of the Group against those targets. Bonuses are also adjusted for an individual’s performance against pre-set objectives and to reflect any substantial periods of absence or unavailability of the employee.
- Share Option Schemes – The Company has in place a share option schemes for all employees, under which awards are usually granted once a year. The exercise price for each grant is set equal to the market value of the company's shares at the time of grant. The share option scheme is overseen by the Remuneration Committee which determines the terms under which eligible individuals may be invited to participate. The scheme is normally an approved scheme but may be unapproved in relation to certain individuals. For Senior Management there are performance criteria included.
- Pensions – There is a defined contribution scheme available for all executive directors and employees. Benefits in kind are not pensionable.
The particulars of the remuneration of the directors and their interests are as set out in the Annual Report and in the notes to the Accounts.
Directors' Service Contracts
All executive directors are employed under service contracts. The services of all executive directors may be terminated by the provision of a maximum of 12 months' notice by the Company.
Directors' Share Options
Details of share options held by directors are set out in the Annual Report and Accounts.
The work of the Remuneration Committee can be found on pages 77 to 84 of the 2022 Annual Report and Accounts.