Terms of reference for the remuneration committee

Member resource – there should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors – company secretarial terms of reference and example documents

This guidance note proposes model terms of reference for the remuneration committee of a company seeking to comply fully with the requirements of the UK Corporate Governance Code, published in July 2018 (the Code). It draws on the experience of company secretaries and is based on good practice as carried out in some of the UK's largest listed companies. The Code is available at www.frc.org.uk

The model terms of reference are intended as a guide for companies to adapt to their needs. In particular:

  • Companies with additional primary listing(s) may need to amend the terms of reference in light of additional requirements in the relevant country, in particular the US SarbanesOxley Act 2002.
  • Some responsibilities that are relevant to certain companies or sectors only are shown in square brackets.

The guidance notes on terms of reference for all board committees should be read together when allocating responsibilities to the committees. It is important to recognise the links and overlap between the responsibilities of board committees and consequently the need for each board committee to have full knowledge of the deliberations of other committees through reports to the board and, if possible, by appointing at least one member of a committee to each of the other committees.

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