Remuneration Committee report
The Remuneration Committee was established by the Board at the end of 2007 and had its first meeting in January 2008.
The Committee is responsible for advising the Board on the remuneration of Directors of the NWR Board and Senior Executives of the NWR Group, and proposes for the Board’s approval:
- remuneration policy for Directors;
- salary levels, bonuses and other benefits for Executive Directors of the Board and Senior Executives of the NWR Group;
- contractual terms for Executive and Non-Executive Directors;
- share-based incentive plans for Executive Directors of the Board and Senior Executives of the NWR Group;
- succession plans for Senior Executives across the NWR Group; and
- remuneration report of the Board.
The Remuneration Committee operates pursuant to a charter approved by the Board. The full terms of reference of the Remuneration Committee can be found on NWR’s website at www.newworldresouces.eu.
Composition of the Committee
The Remuneration Committee consists of three members appointed by the Board: Zdeněk Bakala (Chairman), Bessel Kok and Hans-Jörg Rudloff. All three are Non-Executive Directors. Mr. Kok and Mr. Rudloff are independent Directors. The Board regards the membership of Mr. Bakala, a major shareholder representative, as critical to the alignment of executive compensation with shareholder interests.
The Chairman of the Board and the CFO of NWR attend meetings of the Remuneration Committee by invitation and assist the Remuneration Committee in its discussions, except where matters associated with their own remuneration are considered.
Activities undertaken during the year
The Remuneration Committee met four times during 2008. Prior to the IPO, the Remuneration Committee engaged Mercer, the remuneration consultant, to review Non-Executive Director compensation and propose a pay structure and fee levels for Non-Executive Directors based on a peer group comparison. NWR was benchmarked against the upper quartile of the FTSE250, which includes companies of similar size as measured by annual revenue. The Remuneration Committee reviewed Mercer’s recommendations and Non-Executive Director remuneration was subsequently set at a level comparable to industry and market standards. The Remuneration Committee also proposed an award of A shares to the Independent Directors. The proposal was approved by the Board in March 2008.
The Remuneration Committee reviewed an expense policy establishing the rules for reimbursing Directors for expenses incurred while performing their role as Directors. The policy was approved by the Board in March 2008. The Remuneration Committee discussed employee and senior management compensation as well as the remuneration of members of OKD’s Supervisory Board.
The remuneration report can be found in a separate section here.