DEVRO plc (“the Company”)
EXECUTIVE DIRECTORS’ REMUNERATION COMMITTEE
TERMS OF REFERENCE
February 2010
1. Membership
1.1 The Executive Directors’ Remuneration Committee (“the Committee”) shall comprise of at least two members, each of whom shall be appointed by the Board of Directors of the Company (“the Board”).
1.2 All members of the Committee shall be non-executive directors who are free from any business or other relationship which could interfere with the exercise of their independent judgement.
1.3 A non-executive Chairman may be a member of the Committee provided he/she was independent when he/she first joined the company.
1.4 The Board should appoint one of the Committee members as the Committee Chairman.
2. Secretary
2.1 The Company Secretary shall act as the Secretary of the Committee.
3. Quorum
3.1 The quorum necessary for the transaction of business shall be two.
4. Meetings
4.1 The Committee shall meet at such times as the Chairman of the Committee shall require.
5. Notice of Meetings
5.1 Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of any member thereof.
5.2 The Chief Executive shall have the right to address any meeting of the Committee, other than a meeting at which his own terms are being finalised; others may be called upon or shall be able to speak by prior arrangement with the Chairman of the Committee.
6. Minutes of Meetings
6.1 The Secretary shall minute the proceedings and resolutions of all Committee meetings.
6.2 Minutes of Committee meetings shall be circulated to all members of the Committee and to all members of the Board.
7. Annual General Meeting
7.1 The Chairman of the Committee shall attend the Annual General Meeting and shall be prepared to respond to any shareholder questions on the Committee’s activities.
8. Duties
8.1 The Committee shall:
8.1.1 determine the framework or broad policy for the remuneration of the executive directors, the company secretary, and such other members of the executive management as it is designated to consider;
8.1.2 within the terms of the agreed policy, determine the total individual remuneration package of each executive director;
8.1.3 determine targets for any performance related bonus schemes for executive directors; and
8.1.4 determine the policy for and scope of pension arrangements, service agreements for executive directors, and termination payments.
8.1.5 After considering recommendations from the Chief Executive, approve the total individual remuneration packages of the members of the executive committee.
8.2.1 Determine targets for, and all awards under, the Devro 2003 Performance Share Plan.
8.3 Determine awards under the Devro plc 2009 Deferred Share Bonus Plan.
9. Authority
9.1 The Committee is authorised by the Board to seek any information it requires from any employee of the Company or the Devro Group in order to perform its duties.
9.2 In connection with its duties the Committee is required by the Board to select, set the terms of reference and appoint Remuneration Consultants, at the Company’s expense.
9.3 In connection with its duties the Committee may seek legal, tax, and/or accounting advice at the Company’s expense.
Approved at Board Meeting
15 February 2010