The Chartered Governance Institute model terms of reference—remuneration committee
The Chartered Governance Institute model terms of reference—remuneration committee

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • The Chartered Governance Institute model terms of reference—remuneration committee

CGI’s model terms of reference, reproduced in this Precedent document, have been extracted from The Chartered Governance Institute guidance on terms of reference for the remuneration committee, dated January 2020.

This document has been reproduced by kind permission of The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI), Saffron House, 6-10 Kirby Street, London, EC1N 8TS, www.icsa.org.uk.

Model terms of reference

    1. 1

      Membership

      1. 1.1

        The committee shall comprise at least [three] members, all of whom shall be independent non-executive directors. The chair of the board may also serve on the committee as an additional member if they were considered independent on appointment as chair.

      1. 1.2

        Appointments to the committee are made by the board on the recommendation of the nomination committee and in consultation with the chair of the remuneration committee and shall be for a period of up to three years which may be extended for up to two additional three-year periods, provided members (other than the chair of the board, of they are a member of the committee) continue to be independent.

      1. 1.3

        Only members of the committee have the right to attend committee meetings. However, other individuals such as the chief executive, the head of human resources and external advisers may be invited to attend for all or part of any meeting, as and when appropriate and necessary.

      1. 1.4

        The board shall appoint the committee

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