Nomination & Remuneration Committee Charter
The Nomination and Remuneration Committee Charter sets out the operations and responsibilities of the Nomination and Remuneration Committee.
The Committee's Purpose and Responsibilities
The Committee's purpose is to discharge the Board's responsibilities relating to the nomination and selection of directors and the compensation of Frigrite's executive, directors and managers. The Committee will meet as and when required to discharge its responsibilities, but not less than twice annually.
The Committee's responsibilities include:
- sourcing new directors;
- reviewing regularly the succession plans in place for membership of the Board to ensure that an appropriate balance of skills, experience and expertise is maintained;
- instituting procedures for evaluating the performance of the Board, individual directors and board committees;
- reviewing the time commitment required from a non-executive director and assessing whether individual directors are meeting this requirement;
- devise packages to attract and retain directors and executives of the calibre necessary to ensure the success of Frigrite while ensuring that Frigrite avoids paying more than is necessary or deemed reasonable to achieve this aim;
- evaluating its performance at least annually to determine whether it is functioning effectively by reference to current best practice; and
- reviewing and reassessing the charter at least annually and obtaining the approval of the Board of directors for any amendments to the charter
The Committee's Powers
The Committee is able to obtain or retain outside professional advice at the Company's expense as appropriate. The Committee is also able to obtain any information it requires from any employee of the company.
Membership Requirements
The Committee will have a minimum of three members at all times. A majority of those members will be independent directors. At least one member of the Committee must have an understanding of remuneration policies and practices.
The current members of the Committee are Mr Andrew M Barton (Chairman), Mr Ian Veal and Mr John Carew.