• Performance
• Reviews
• Corporate Governance
  • Risk
  • Business Organisation and Corporate Governance
  • Directors' Remuneration Report
    • Remuneration Committee membership and meetings
    • Committee terms of reference and key activities during the year
    • Review of SET remuneration
    • Components of remuneration
    • Remuneration and terms of employment for Executive Directors and other SET members
    • Audit
    • Directors' emoluments in 2009
    • Pensions
    • Transactions with Directors
    • Total shareholder return
    • Directors' interests in shares

Committee terms of reference and key activities during the year

Committee terms of reference

A copy of the Committee's terms of reference is available on the Company's website, astrazeneca.com, or by request from the Company Secretary.

The role of the Committee is to develop and deploy remuneration policies and practices for senior management, and for the Group more broadly, that support the implementation of our business strategy and which thereby help the organisation to create value for shareholders over time.

The Committee has responsibility for determining on behalf of the Board the individual compensation paid to Executive Directors and SET members. It takes responsibility on behalf of the Board for reviewing the design and operation of total compensation structures and practices across AstraZeneca. In this regard, the Committee's approval is required in relation to, amongst other things, decisions regarding:

• The eligibility, structure, award/grant levels, performance metrics and targets, costs and final vesting levels under LTI plans for Directors, other SET members and the Company Secretary.
• Annual bonus payments for Executive Directors, other SET members and senior executives below SET level.
• The pension entitlements of Executive Directors and other SET members.
• The Chairman of the Board's remuneration (which is approved by the other members of the Committee and the senior independent Non-Executive Director).
• Any single payment or award over $1 million.
• Shareholding guidelines for Executive Directors and other SET members.
• The contractual terms and conditions of, and any potential or actual payments arising on termination to, Executive Directors, other SET members and the Company Secretary so as to ensure that they are fair to the individual and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised.

The Committee will again conduct a review of its terms of reference during 2010, taking advice as appropriate from its external adviser.

Key activities during the year

The Committee considered the following principal matters during 2009:

• The strategic review of the remuneration and incentive framework for Executive Directors and other SET members. This has represented a considerable proportion of the Committee's activities and focus during the course of the year. As part of its review, the Committee has undertaken a significant consultation with major shareholders and institutional investor organisations.
• A review of the terms of senior executives' remuneration packages on appointment, promotion and termination.
• The assessment of Company and individual performance against performance targets to determine the level of executive bonuses for 2008 and to set executive bonus performance targets for 2009.
• The approval of awards made under the Group's main LTI plans: the AstraZeneca Performance Share Plan (PSP); the AstraZeneca Share Option Plan (SOP); and the AstraZeneca Pharmaceuticals LP Restricted Stock Unit Award Plan (RSU Plan) to SET members and other participants.
• A review of the Company's governance arrangements for global compensation matters.
• A benchmarking review of the Committee's activities and policies against institutional investor guidelines.
• A review of the pension entitlements of Executive Directors and other SET members.
• A review of the impact on compensation policies and practices of the current economic environment, including ensuring the appropriate degree of risk adjustment to aggregate and individual compensation decisions.
• The preparation, review and approval of this Report.