Corporate governance

Remuneration Committee Terms Of Reference

1. 1.0 Constitution
   1. 1.1 The Board hereby resolves to adopt the following terms of reference for a committee of the Board to be known as the Remuneration Committee ("the Committee").
   2.0 Membership
   1. 2.1 The Committee shall be appointed by the Board and shall comprise the independent non-Executive Directors of the Company.
   2. 2.2 The Committee Chairman will be determined by the Board from amongst the independent Non- Executive Directors.
   3. 2.3 The members for the time being shall be:
      Malcolm King (Chairman)
      Brian Duckworth (Senior Non-Executive Director)
      Denise Jagger
      Bob Bennett
   4. 2.4 The quorum for the Committee shall be two members.
   5. 2.5 The Company Secretary or in his absence any other person so agreed by the Committee, shall act as secretary to the Committee.
   3.0 Attendance at Meetings
   1. 3.1 The Committee will normally invite the Company Chairman and the Chief Executive and/or his representative to attend its meetings.
   4.0 Frequency of Meetings
   1. 4.1 Meetings will be held as and when required but at least twice a year.
   2. 4.2 A minimum of 30 days’ notice will be given of each Committee meeting, which may only be waived with the agreement of all members of the Committee.
   3. 4.3 If the members of the Committee all agree, meetings may be held by telephone conference call or video conference.
   5.0 Authority
   1. 5.1 The Committee is authorised by the Board to:
      1. 5.1.1 investigate any activity within its terms of reference; and
      2. 5.1.2 obtain outside legal or independent professional advice and such advisors may attend meetings as necessary.
   6.0 Responsibilities. The Committee shall:
   1. 6.1 determine and agree with the Board the framework for the remuneration of the Company Chairman, the Executive Directors and the Company Secretary;
   2. 6.2 set remuneration for the Company Chairman, the Executive Directors and the Company Secretary;
   3. 6.3 determine targets for performance related pay schemes operated by the Company in respect of each Executive Director and the Company Secretary;
   4. 6.4 determine the policy and scope of pension arrangements for each Executive Director and the Company Secretary;
   5. 6.5 determine, within the terms of the agreed framework, the total individual remuneration package of each Executive Director and the Company Secretary including, where appropriate, bonuses, incentive payments and share options;
   6. 6.6 monitor the structure and level of remuneration for senior management where senior management is defined for the purposes of these terms of reference as being those with a position of Managing Director or equivalent within the Group;
   7. 6.7 ensure that in relation to the Executive Directors, Company secretary and senior management, contractual terms on termination and any payments made, are fair to the individual and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised;
   8. 6.8 be aware of and advise on any major changes in employee benefit structures throughout the Company and Group;
   9. 6.9 agree the policy for authorising claims for expenses from the Company Chairman and the Chief Executive;
   10. 6.10 to have exclusive responsibility for establishing the selection criteria, the selection and appointment of and the setting of the terms of reference for any remuneration consultants who advise the Committee;
   11. 6.11 make available its terms of reference explaining clearly its role and the authority delegated to it by the Board
   12. 6.12 conduct an annual review of these terms of reference and, where appropriate, propose revisions to the Board to these terms of reference.
   13. 6.13 make a statement in the annual report about its activities; the membership of the Committee, number of Committee meetings and attendance over the course of the year; and
   14. 6.14 give due regard to the contents of the Combined Code on Corporate Governance as well as the UK Listing Authority's Listing Rules and associated guidance and ensure that the provisions regarding disclosure of remuneration, including pensions, as set out in the Directors' Remuneration Report Regulations 2002 and the Combined Code on Corporate Governance (each as may be subsequently amended) are fulfilled. Where the Remuneration Committee decides not to comply with the requirements of the Combined Code it will explain the rationale for its decision.
   15. 6.15 To review the governance procedures of The Redrow Staff Pension Scheme.
   7.0 Reporting Procedures
   1. 7.1 The secretary shall circulate the minutes of the meetings of the Committee to the members of the Committee together with the Company Chairman and the Chief Executive.
   2. 7.2 The chairman of the Committee, or as a minimum another member of the Committee, shall attend the AGM and shall answer questions, through the Company Chairman, on the Committee’s activities and responsibilities.