The Board has overall responsibility for managing the Group, making decisions relating to the Group’s strategy and assessing its progress towards achieving it. To ensure it has effective control over the Group’s activities, the Board has established an Audit and Risk Committee, a Remuneration Committee and a Nominations Committee as sub-committees of the Board, with formally delegated duties and responsibilities under written terms of reference.
View the terms of reference for the Remuneration Committee
The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including: • making recommendations to the Board on the Company’s policy on executive remuneration; • setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy and ensuring incentives and rewards are aligned with the Group’s culture; • determining the individual remuneration and benefits package of each of the Company’s Executive Directors, its Company Secretary and other members of the Group’s senior leadership team; and • ensuring appropriate engagement with shareholders and the workforce takes place on executive remuneration policy and its alignment with wider Company pay policy. The Remuneration Committee also ensures compliance with the Code in relation to remuneration and is responsible for preparing an annual Remuneration Report for approval by the Company’s members at its AGM. The Remuneration Committee undertook a triennial review of the Company’s Remuneration Policy, which was approved by shareholders at the 2024 AGM.
The Remuneration Committee recently reviewed the appropriateness of this policy and do not propose any changes to this Policy. The Code provides that a remuneration committee should comprise at least three members who are independent non-executive directors, free from any relationship or circumstance which may, or would be likely to, or appear to, affect their judgement and that the chair of the board of directors may also be a member provided he is considered independent on appointment. The Remuneration Committee during the period was chaired by Indira Thambiah
The Committee’s other members during the period were Paul Moody, Roger Whiteside (until 20 June 2024), Pam Powell (from 21 June 2024) and Rob McWilliam. The Directors, therefore, consider that the Company is in compliance with the Code. The Remuneration Committee met five times during the year. In future, it will meet not less than twice a year. The Board and the Remuneration Committee have engaged Deloitte LLP, the professional services firm, to advise and assist in connection with the Group’s executive remuneration arrangements and its reporting obligations. Deloitte LLP provide a number of other consultancy services to the cardfactory Group, including Debt Advisory. A report on the Remuneration Committee’s activities during the year, together with the Directors’ Remuneration Report is set out on pages 91 to 114 of the Governance section of this Annual Report.