REMUNERATION COMMITTEE REMIT AND KEY ACTIVITIES DURING THE YEAR
Remit
During 2007, the Remuneration Committee undertook a review of its own remit. This led to a proposal to adopt a revised remit, building on the model remit prepared by the Institute of Chartered Secretaries and Administrators (ICSA), which was subsequently approved by the Board. This revised remit reflects AstraZeneca’s commitment to operate in a way which is consistent with the highest standards of corporate governance.
The revised Remuneration Committee remit covers, amongst other things:
- The requirement that the Remuneration Committee takes into account all factors which it deems necessary in order to achieve a competitive and fair remuneration structure which operates in the interests of shareholders and to the benefit of the financial and commercial health of the Company.
- The constitution of the Remuneration Committee, including membership criteria and the process for the appointment of independent Non-Executive Directors to the Remuneration Committee.
- The operation of the Remuneration Committee, by ensuring compliance to the fullest extent appropriate and practicable with the best practice principles contained within the UK Combined Code on Corporate Governance (annexed to the FSA’s Listing Rules).
- The remuneration policy of the Group. This includes the Remuneration Committee’s responsibility, after appropriate consultation with the Chairman and the Chief Executive Officer, to make recommendations to the Board in respect of the Company’s policy for Executive Director and senior executive remuneration; to make decisions, on an individual basis, regarding each element of remuneration, including the terms and conditions of employment and the retirement/severance provisions for the Chairman, the Deputy Chairman, the Chief Executive Officer, the Executive Directors, the Company Secretary and those within the wider senior executive population that fall within the Remuneration Committee’s remit.
In formulating its proposals, the Remuneration Committee seeks to provide key executives every encouragement to enhance the Company’s performance and to ensure that individuals are fairly, but responsibly, rewarded for their contribution to the creation of shareholder value.
- The duties of the Remuneration Committee, including a description of the routine or annual matters that fall to the Remuneration Committee to consider.
- The responsibility of the members of the Remuneration Committee to report to shareholders annually, and to be available at the AGM to address questions arising.
- The duty of the Remuneration Committee to review its own performance, constitution and remit at least once a year in order to ensure that it is operating effectively.
A copy of the Remuneration Committee’s remit is available on the Company’s website, astrazeneca.com.
Key activities during the year
The Remuneration Committee considered the following matters, amongst other things, during 2007:
- The terms of senior executive packages on appointment and termination.
- The remuneration principles relating to the newly enlarged biologics business operating under the MedImmune name, in order to ensure that the dynamic and entrepreneurial ethos of a biotechnology company is maintained, whilst ensuring that there is proper alignment with the strategic objectives of the Group as a whole to deliver shareholder value.
- As described above, a review of its own remit and the development of a revised remit which has been adopted by the Board.
