Remuneration Committee membership and meetings
The members of the Remuneration Committee (Committee) are John Varley (Chairman of the Committee), John Buchanan, Louis Schweitzer and Nancy Rothwell. They are all Non-Executive Directors. The Board considers them all to be independent (Louis Schweitzer was considered by the Board to be independent upon his appointment as Chairman; in accordance with the Combined Code, the test of independence is not appropriate in relation to the Chairman after his appointment). The independence of the Non-Executive Directors is discussed in more detail in the Business Organisation and Corporate Governance section. The Company Secretary acts as the secretary to the Committee.
The Committee met six times in 2009. The individual attendance record of members of the Committee is set out in the Board and Committee meeting attendance in 2009 table.
At the invitation of the Committee, except where their own remuneration was being discussed, David Brennan (CEO); Lynn Tetrault (Executive Vice-President, Human Resources and Corporate Affairs); Simon Appleby (Vice-President, Performance and Reward); and Viv Gill (Vice-President, Global Compensation) attended Committee meetings in 2009 and provided advice and services that materially assisted the Committee. On one occasion in 2009, the Committee invited Simon Lowth (CFO) to attend a meeting to provide background information about performance measures that materially assisted the Committee in connection with its review of long-term incentive (LTI) arrangements for SET members. This was part of the overall review of the remuneration of SET members, including that of Executive Directors, which began in 2009 and is referred to in more detail below.
The Committee retains Carol Arrowsmith of Deloitte LLP (Deloitte) who provided independent advice on various matters it considered in 2009. During the year, Deloitte also provided taxation advice and other non-audit services to the Company.
