Common use of Duties of the Compensation Committee Clause in Contracts

Duties of the Compensation Committee. The duties of the Compensation Committee are to consider plans and make recommendations to the Board in respect of: 3.1 the leadership needs of the Group with a view to ensuring the continued ability of the Group to compete effectively in the marketplace; 3.2 the orderly succession of the Executive Team and other senior managers, so as to maintain an appropriate balance of skills and experience within the Group; 3.3 the compensation policy for the Executive Team and other senior managers, including pension rights and any compensation payments and their cost (taking into account all factors deemed necessary when determining the compensation policy, the object of which shall be to ensure that the Executive Team and other senior managers are provided with appropriate, stretching incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their contributions to the long-term success of the Group). No Director or member of the Executive Team and other senior managers shall be involved in any decisions as to their own compensation; 3.4 the ongoing appropriateness and relevance of the Group’s compensation policy, benefits policies and pension schemes; 3.5 the other provisions of the service agreements of the Executive Team and other senior managers (in particular the term, any notice period and compensation commitment on early termination); 3.6 the design and determination of targets for any performance-related pay schemes operated by the Group and the total annual payments made under such schemes; 3.7 the design, oversight and administration of any share incentive plans; 3.8 the policy for, and scope of, pension arrangements for each Management Director, members of the Executive Team and other senior managers; 3.9 contractual terms on termination to ensure that 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; 3.10 pay and employment conditions across the Group especially when determining annual salary increases; 3.11 any major changes in employee benefits and compensation structures (including pension) throughout the Company or Group; and 3.12 any other matters as referred to the Compensation Committee by the Board. The duties of the Compensation Committee shall be limited to providing advice and recommendations to the Board in respect of matters referred to above and shall not include taking any decision to approve, proceed with or implement any such matters.

Duties of the Compensation Committee. The duties of the Compensation Committee are to consider plans and make recommendations to the Board in respect of: 3.1 the leadership needs of the Group with a view to ensuring the continued ability of the Group to compete effectively in the marketplace; 3.2 the orderly succession of the Executive Team and other senior managers, so as to maintain an appropriate balance of skills and experience within the Group; 3.3 the compensation policy for the Executive Team and other senior managers, including pension rights and any compensation payments and their cost (taking into account all factors deemed necessary when determining the compensation policy, the object of which shall be to ensure that the Executive Team and other senior managers are provided with appropriate, stretching incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their contributions to the long-term success of the Group). No Director or member of the Executive Team and other senior managers shall be involved in any decisions as to their own compensation; 3.4 the ongoing appropriateness and relevance of the Group’s compensation policy, benefits policies and pension schemes; 3.5 the other provisions of the service agreements of the Executive Team and other senior managers (in particular the term, any notice period and compensation commitment on early termination); 3.6 the design and determination of targets for any performance-related pay schemes operated by the Group and the total annual payments made under such schemes; 3.7 the design, oversight and administration of any share incentive plans; 3.8 the policy for, and scope of, pension arrangements for each Management Director, members of the Executive Team and other senior managers; 3.9 contractual terms on termination to ensure that 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; 3.10 pay and employment conditions across the Group especially when determining annual salary increases;; Table of Contents 3.11 any major changes in employee benefits and compensation structures (including pension) throughout the Company or Group; and 3.12 any other matters as referred to the Compensation Committee by the Board. The duties of the Compensation Committee shall be limited to providing advice and recommendations to the Board in respect of matters referred to above and shall not include taking any decision to approve, proceed with or implement any such matters.