Appointments, remuneration and corporate governance committee
The appointments, remuneration and corporate governance committee comprises three directors, all of whom are independent, as were all directors in the two predecessor committees. The members are appointed by the board of directors.
The current members of the appointments, remuneration and corporate governance committee are: Lewis Kaden, Suzanne Nimocks and Tye Burt, all of whom are independent under the company’s corporate governance guidelines, the NYSE standards and the 10 Principles of Corporate Governance of the Luxembourg Stock Exchange. The chairman of the appointments, remuneration and corporate governance committee is Mr Kaden, who is also the board’s lead independent director.
The appointments, remuneration and corporate governance committee makes decisions by a simple majority with no member having a casting vote.
The primary function of the appointments, remuneration and corporate governance committee is to assist the board of directors and, in particular, without being exhaustive:
- Review and approve corporate goals and objectives relevant to the executive officers and senior management’s compensation, and evaluate performance in light of these goals;
- Make recommendations to the board with respect to incentive compensation plans and equity-based plans;
- Identify candidates qualified to serve as members of the board and the executive officers;
- Recommend candidates to the board for appointment by the general meeting of shareholders or for appointment by the board to fulfil interim vacancies at the board;
- Develop, monitor and review corporate governance principles applicable to the company;
- Facilitate the evaluation of the board;
- Review the succession planning and the executive development programme for the members of the executive officers;
- Submit proposals to the board on the remuneration of executive officers members, and on the appointment of new directors and executive officers members;
- Make recommendations to the board on the company’s framework of remuneration for the executive officers and such other members of the executive management as designated by the committee to consider. In making such recommendations, the committee may take into account factors that it deems necessary (the remuneration of directors on the board shall be a matter to be decided by the board). This may include cost (including equity/stock options based component) and determination on behalf of the board specific remuneration packages and conditions of employment (including pension rights);
Without being exhaustive, the committee functions based on the following rule:
It is composed of four members appointed by the board. Its members have relevant expertise or experience relating to the purposes of the committee. The chairman of the committee makes a verbal report of the committee’s decisions and findings to the board after each committee meeting.