WITNO0740109
WITNO0740109
Exhibit WITN00740109
TERMS OF REFERENCE
REMUNERATION SUB-COMMITTEE
PURPOSE The Remuneration Sub-Committee (RemCom) is responsible for determining senior level remuneration, including
rates of base salary, bonus and incentive schemes and pension provision (in line with the principles established by
the Pensions Sub-Committee). Note: the remuneration of Executive Directors must be approved by the Shareholder
Executive, which also sets Non-Executive Directors’ fees
ROLE JOB TITLE CURRENT INCUMBENT
CHAIR Senior Independent Director Neil McCausland
MEMBERS Post Office Chairman Alice Perkins
Non-Executive Director Virginia Holmes
OTHER ATTENDEES HR Director Pauline Holroyd
External remuneration consultant
(as required)
SECRETARIAT Company Secretary (Assistant Company Secretary Alwen Lyons (Helen Perkins)
when Company Secretary's remuneration is under
discussion)
QUORUM Two directors. For the avoidance of doubt, no individual may participate in discussion or determination of their own
remuneration package.
[FREQUENCY [At least three meetings will be held each year.
WITNO0740109
WITNO0740109
Exhibit WITN00740109
AREAS OF CONTROL :
Setting Reward Principles to ensure fair dealing in remuneration decisions across the Company, taking into account relative scales of
pay throughout the Company
+ Reviewing overall pay and reward policies across the Company and the annual rate of change, delegating authority for decisions
below ExCo to appropriate levels of management
+ Consideration of any changes in the remuneration package of members of the Executive Committee or the Company Secretary
+ Recommendation of material changes in the remuneration of any executive director and the Chief Executive
+ Reviewing incentive and bonus arrangements for all senior management levels including the introduction, extension or amendment of
any Long Term Incentive schemes
+ Ensuring that performance appraisal systems are in place, including an annual review of the performance of each member of the
Executive Committee and each executive director
+ Determining the main constituents of remuneration packages for executives, to include base salary, benefits in kind, bonus and
incentives and pension provision, in line with the recommendations of the Pensions Sub-Committee
SPECIFIC POWERS & AUTHORITIES :
Approval of the framework and broad policy for remuneration of the Chief Executive, any other executive directors, Executive
Committee members and the Company Secretary
+ Approval of individual packages (for new hires) and changes to the existing packages of Executive Committee members and the
Company Secretary
+ Settling the terms under which the employment contract of any executive director, any member of the Executive Committee or the
Company Secretary may be terminated, such that the Company controls termination payments and appropriate mitigation can be
secured
+ Commissioning of external consultants as required to produce comparative studies, new proposals on incentive arrangements or to
benchmark remuneration and responsibilities for senior roles, up to a financial level to be determined by the Board
+ Approval, on behalf of the Board, of awards under Long Term Incentive Plans established by the Company
+ Approval, on behalf of the Board, of the general design of any other performance related pay arrangements operated throughout the
Company and the total annual pay elements under such arrangements, arranging for audit of such arrangements from time to time to
provide independent assurance
+ Approval, on behalf of the Board, of general pay mandates for “across the board” annual pay increases
+ Communication with ShEx to seek approval for proposed changes to remuneration and awards under annual bonus and long term
incentive schemes for the Chief Executive and any executive director
+ Recommendation to the Board of awards under annual bonus incentive schemes for the Company Secretary and Executive
Committee members
+ Annual review of the effectiveness of the remuneration framework in recruiting and retaining talent (working with the Nominations
WITNO0740109
WITNO0740109
Exhibit WITN00740109
Committee)
+ Annual review of the effectiveness of the Remuneration Sub-Committee
+ _ Reporting on remuneration as required by law and/or by ShEx
REPORTING :
+ The Remuneration Sub-Committee will work closely with, and have unrestricted access to, the HR Directorate within POL
+ The Remuneration Sub-Committee will report regularly to the Board. Minutes of each meeting will not be circulated to the Board but
will be available for inspection by Board members on request to the Assistant Company Secretary. If a conflict of interest exists, the
Assistant Company Secretary will consult with the Chairman and may restrict information, providing only such details as would
permit a sufficient general understanding of any matter considered by the Committee.