Peachtree 2012 Annual Report Download - page 56

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In addition, the non-executive directors have met without the Chairman present
to appraise the Chairman’s performance. The Chairman also ensures that
shareholder communications and responses are discussed at each meeting of
the Board and that all shareholders have access to the non-executive directors,
through a request to the Chairman or the Secretary.
The Senior Independent director
The role of Senior Independent director provides a point of contact for those
shareholders who wish to raise issues with the Board, other than through the
Chairman. Ms R Markland, who undertakes this role in the Company, is
available to consult with shareholders and also chairs meetings of the
non-executive directors without the Chairman present.
Committees of the Board
The three committees of the Board deal with specic aspects of the Group’s
affairs. These are the Remuneration Committee, the Audit Committee and the
Nomination Committee. Further details of these Committees are set out below.
Whilst the Board notes that all independent non-executive directors (other than
the Chairman) are members of all Board committees, it considers that the
membership is appropriate in light of the Board’s policy that all independent
non-executive directors are given the opportunity to take part in the
discussions of those committees.
The terms of reference of the Remuneration, Nomination and Audit
Committees are reviewed annually and are available on request from the
Secretary at the registered ofce of the Company or on the Company’s website
at www.sage.com. The Secretary acts as secretary to all the Committees.
Remuneration Committee
The Remuneration Committee is chaired by Ms R Markland.
The other members of the Committee are the Chairman,
Mr D H Brydon, and the other independent non-executive
directors, Ms T Ingram, Mr I Mason and Mr M E Rolfe.
This Committee determines the policy for the remuneration of the Chairman,
executive directors, Company Secretary and senior executives of the Group.
Further details on the Group’s remuneration policy are provided in the
Remuneration report on pages 64 to 73.
The Committee is responsible for making recommendations to the Board,
within agreed terms of reference, on the Company’s framework of executive
remuneration. It determines the contract terms, remuneration and other
benets for each of the executive directors including performance share
awards, performance-related bonus schemes, pension rights and
compensation payments. The Committee also monitors remuneration
for those senior executives below Board level. Independent remuneration
consultants advise the Committee. The Board itself determines the
remuneration of the non-executive directors.
Under its terms of reference, the Committee meets at least four times in the
year. In the year under review, eight meetings of the Committee were held of
which ve were held on full notice and three were shorter meetings held by
telephone on short notice. All members in ofce at the time attended all the
meetings other than on two occasions when Ms Ingram was unable to attend
meetings held on full notice and one occasion when each of Mr Brydon and
Ms Ingram were unable to attend meetings held on short notice. All directors
receive Board and committee papers in advance of any meeting and have the
opportunity to comment on them prior to the relevant meeting. The Chief
Executive may, by invitation of the Committee, attend meetings (except when
his own performance or remuneration is under review) but he is not a member
of the Committee.
In the year under review, the Committee addressed the remuneration issues
related to a number of senior executive appointments and the retirement of
an executive director. As seen in the Remuneration report on pages 64 to 73,
the Committee undertook a full review of remuneration policy and related
consultation with shareholders. It paid particular attention to bonus
arrangements in support of the goals of the Group set out on pages 8 and 9.
Details of the Company’s policies on directors’ remuneration are given
in the Remuneration report, together with further details of the
RemunerationCommittee.
Corporate governance report continued
54