- Claire Tiney (Chair)
- Nigel Lingwood
- Amanda Mellor
- Margaret Amos
- Jonathan Davis
Highlights for 2023
Matters considered and decisions reached by the Committee during the year included:
- implemented the Policy approved by shareholder at the 2020 AGM;
- reviewed the Directors’ Remuneration Policy and consulted with shareholders on the proposals;
- fully considered feedback received from shareholders in refining and finalising the proposals, and approved the 2023 Directors’ Remuneration Policy to be put forward to shareholders at the 2023 AGM;
- reviewed approach to wider workforce remuneration in the context of continuing cost-of-living crisis;
- considered and approved the Directors’ Remuneration Report 2021/22;
- reviewed outcomes for Executive Director and Senior Management Team bonuses for 2021/22;
- reviewed performance measurement outcomes and vesting of LTIP awards granted in October 2019;
- reviewed and approved the parameters of the ABP, including performance measures and targets for 2022/23 for the Executive Directors and Senior Management Team;
- considered and approved the LTIP awards to the Executive Directors and Senior Management Team for 2022/23;
- reviewed market trends and developments in executive remuneration in advance of considering Executive Director and Senior Management Team remuneration proposals for 2023/24;
- reviewed and approved the Executive Director and Senior Management Team salaries for 2023/24; and
- evaluated the performance of the Committee in conjunction with an internal facilitator.
- Continue to monitor shareholder guidance and best market practice, whilst ensuring that the remuneration framework is aligned to our strategy and ESG targets.
- Continue to take into account wider workforce trends and policies when setting Executive Director and senior management remuneration.
- Determine incentive scheme outcomes and set incentive scheme targets.
Role of the Committee
The role of the Committee is to recommend to the Board a strategy and framework for remuneration for Executive Directors and the Senior Management Team in order to attract and retain leaders who are focused and incentivised to deliver the Company’s strategic business priorities, within a remuneration framework which is aligned with the interests of our shareholders and thus designed to promote the long-term success of the Company.
The Committee has clearly deﬁned terms of reference which are available on the Company’s website, www.volutiongroupplc.com. The Committee’s main responsibilities are to:
- establish and maintain formal and transparent procedures for developing policy on executive remuneration and for ﬁxing the remuneration packages of individual Directors, and to monitor and report on them;
- determine the remuneration, including pension arrangements, of the Executive Directors, taking into account pay and policies across the wider workforce;
- monitor and make recommendations in respect of remuneration for the tier of senior management one level below that of the Board;
- approve annual and long-term incentive arrangements together with their targets and levels of awards;
- determine the level of fees for the Chair of the Board; and
- select and appoint the external advisers to the Committee.
The Committee currently comprises four independent Non-Executive Directors, Claire Tiney (Chair), Margaret Amos, Jonathan Davis, and Amanda Mellor, and the Non-Executive Chair, Nigel Lingwood.
The Chair of the Board is also a member of the Committee because the Board considers it essential that the Chair is involved in setting Remuneration Policy (although he is not party to any discussion directly relating to his own remuneration).
Claire Tiney is the Chair of the Committee and has chaired the Committee since 30 April 2020. Claire has been a member of the Committee since 1 August 2016 and has extensive experience of chairing listed company remuneration committees.
Paul Hollingworth stepped down from the Committee on 23 June 2023 when he retired from the Board. Jonathan Davis joined the Committee on 23 June 2023.
During the year the Committee also consulted with the Chief Executive Officer, the Chief Financial Officer and the Company Secretary, but not on matters relating to their own remuneration.