Remuneration Committee Terms of Reference
Membership
The Committee shall be appointed by the Board and shall consist of not less than three non-executive members with no potential conflicts of interest and with appropriate private sector experience. The Chairman of the Board shall be a member of the Committee. A quorum shall be three members.
The Chairman of the Board shall be the Chairman of the Committee.
Attendance at Meetings
Other Board members shall also have the right of attendance.
For the purposes of performing its duties at paragraph (b) below the Committee shall be joined by a civil servant from the Department of Communications, Energy and Natural Resources (“Department”) who would represent the requirements of the Minister for Communications, Energy and Natural Resources (the “Minister”).
Frequency of Meetings
Meetings shall be held at least two times per annum.
Duties
The function of the Committee is:
- to consider and make recommendations to the Board on the remuneration and other terms and conditions of employment of the Chief Executive and any changes thereto having regard to the obligation of the Board to implement Government policy in relation to such remuneration and to any current Government policy in that regard including submitting to the Department the reports required by the 2006 Guidelines in connection with any request for a change to such remuneration; ¹
- implementation of any performance-related system in respect of the Chief Executive including the examination of the Chief Executive’s performance annually having regard to any current Government policy in that regard;
- c. to monitor the development of current and future Management of BGE
Reporting Procedures
The Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.
Review
These terms of reference will be reviewed each year by the Board and updated as appropriate.
¹ See current Guidelines on Contracts, Remuneration and Other Conditions of Chief Executives and Senior Management of Commercial State Bodies March 2006 and the Code of Practice for Governance of State Bodies