Remuneration committee
Members
David Lis (Chair)
Justin Dowley
Charlotte Twyning
Heather Lawrence
Gillian Elcock
Role and responsibilities
Since the Company was first established in 2003, the Remuneration Committee (the “Committee”) has pursued a consistent remuneration strategy that has closely aligned the executive Directors with the Company’s shareholders, has driven the Company’s traditional “Buy, Improve, Sell” model prior to its shift to operating as a pureplay aerospace company, and has been central to its success. This strategy has been based around four key principles – namely, that executive remuneration is simple, transparent, supports the delivery of the value creation strategy, and pays only for performance.
These four key principles are wholly aligned with the UK Corporate Governance Code (the “Code”) factors of clarity, simplicity, risk, predictability, proportionality and alignment to culture, as set out on page 144 of the 2023 Annual Report. The Committee ensured that it took all of these elements into account when establishing the 2023 Directors’ Remuneration Policy, as well as its application to executive Directors during the period.
The Board has delegated to the Committee responsibility for overseeing the remuneration of the Chairman of the Board and the executive Directors.
The Committee’s responsibilities include:
- Establishing and maintaining an executive Director remuneration policy that is appropriate, consistent and reflective of Melrose’s remuneration philosophy.
- Determining the remuneration policy for the executive Directors.
- Setting and managing remuneration packages of the executive Directors and the Chairman of the Board in accordance with the Directors’ remuneration policy.
- Overseeing the remuneration of Melrose senior management to enable the Committee to consider their consistency with the executive Director remuneration packages.
- Operating the Company’s long-term incentive arrangements.
The Committee’s terms of reference, which were last reviewed by the Committee in November 2023, are available through the link below and from the Company Secretary at the Company’s registered office.