The Remuneration Committee is a Committee of the Board of Directors of First Derivatives plc (the Board), from which it derives its authority.

 

Terms of Reference:

 

1. Membership

1.1. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee and in consultation with the Chairman of the Remuneration Committee. The Committee shall be made up of at least three members, all of whom shall be independent Non-Executive Directors. The Chairman of the Board may also be a member of the Committee if he or she was considered independent on appointment as Chairman.

1.2. Only Committee members have the right to attend Committee meetings. However the Chief Executive Officer and other non-members may be invited to attend all or part of any meeting as and when appropriate and necessary although they will not be present at meetings when the Committee discusses their performance and/or remuneration

1.3. The Board shall appoint the Committee Chairman who shall be an independent Non-Executive Director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting. The Chairman of the Board shall not be the Committee Chairman.

 

2. Secretary

2.1. The Company Secretary or their nominee shall act as secretary of the Committee.

 

3. Quorum

3.1. The quorum necessary for the transaction of business shall be two. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

 

4. Meetings

4.1. The Committee shall meet at least twice a year and at such other times as the Committee Chairman shall require.

 

5. Notice of meetings

5.1. Unless otherwise agreed, notice of each meeting confirming the venue, time and date shall be forwarded to each member of the Committee and any other person required to attend before the date of the meeting. The agenda of items to be discussed and supporting papers shall be sent to Committee members and to other attendees as appropriate.

 

6. Minutes of meetings

6.1. The secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

 

7. Annual general meetings

7.1. The Committee Chairman shall attend the annual general meeting prepared to respond to any shareholder questions on the Committee’s activities.

 

8. Duties

8.1. For the Chairman of the Board, all executive directors and members of the Executive Committee reporting to the Chief Executive the Committee shall:

  1. a) agree the framework and policy for remuneration, terms of employment and any changes, including service contracts, remuneration, policy for and scope of pension arrangements, basis of bonus and bonus awards and participation in and awards under share, incentive and benefit plans not available to all employees, and the targets for any performance related pay schemes;
  1. b) within the terms of the agreed remuneration policy agree terms for cessation of employment and ensure that any payments made are fair to the individual and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised; and
  1. c) authorise execution by the Company of all relevant documents.

8.2. Within the terms of the agreed remuneration policy and in consultation with the Chairman of the Board and/or Chief Executive as appropriate, the Committee shall determine the total individual remuneration package of each executive director, members of the Executive Committee reporting to the Chief Executive including bonuses, incentive payments and share options or other share awards.

8.3. In determining such packages and arrangements, the Committee shall give due regard to any relevant legal requirements, the provisions and recommendations of the UK Corporate Governance Code (the Code) and the UK Listing Authority’s Rules and associated guidance.

8.4. The Committee shall:

  1. a) review the ongoing appropriateness and relevance of the remuneration policy;
  1. b) approve share incentive and benefits plans not available to all employees and which do not require shareholder approval, and recommend to the Board such plans which require shareholder approval. The Committee shall also administer such plans including agreeing or amending the rules, authorising the establishment of trusts and changes, agreeing when to operate such a plan, authorising the giving of financial assistance, the terms of each operation and selecting the people to participate, agreeing performance conditions and whether they have been achieved; and approving and authorising execution of all relevant documents;
  1. c) ensure that all provisions regarding disclosure of remuneration, including pensions, are fulfilled;
  1. d) be responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee;
  1. e) obtain reliable, up-to-date information about remuneration in other companies; and
  1. f) have full authority to commission any reports or surveys which it deems necessary to help fulfil its obligations.

8.5. The remuneration of Non-Executive Directors shall be a matter for the Chairman and the executive members of the Board. No director or executive shall be involved in any decisions as to their own remuneration.

 

9. Reporting responsibilities

9.1. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

9.2. Through the Chairman of the Board, the Committee shall ensure that the company maintains contact as required with its principal shareholders about remuneration.

9.3. The Committee shall:

  1. a) ensure that the provisions regarding disclosure of information (as set out in the Enterprise and Regulatory Reform Act 2013 , the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, and the Code) are fulfilled, and
  1. b) produce an annual report on remuneration, and a report of the Company’s remuneration policy which will form part of the Company’s Annual Report and be put to shareholders for approval, as required by law.

 

10. Other

10.1. The terms of reference and effectiveness of the Committee shall be kept under review and the necessary recommendations made to the Board.

10.2. The Committee shall arrange for periodic reviews of its own performance.

 

11. Authority

The Committee is authorised:

11.1. through the Company Secretary to seek information it requires from any employee of the First Derivatives plc Group in order to perform its duties;

11.2. in consultation with the Company Secretary, where necessary to fulfil its duties, to obtain any outside legal or other professional advice including the advice of independent remuneration consultants and to secure the attendance of external advisers at its meetings;

11.3.   to delegate any of its powers to one or more of its members

 

The Audit & Risk Committee is a Committee of the Board of Directors of First Derivatives Plc (the Board), from which it derives its authority and to which it regularly reports.

 

Terms of Reference:

 

1. Membership and attendance

1.1 The Committee shall comprise at least three members who shall be appointed by the Board on the recommendation of the nomination committee in consultation with the chairman of the Committee.

1.2. All members of the committee will be independent Non-Executive Directors at least one of whom shall have recent and relevant financial experience. The Chairman of the Board shall not be a member of the Committee.

1.3. The Board shall appoint the Committee members, the Committee Chairman and any deputy. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting.

1.4. Only Committee members have the right to attend Committee meetings. However the Chief Financial Officer, external auditors and other non-members may be invited to attend all or part of any meeting as and when appropriate and necessary although they will not be present at meetings when the Committee discusses their performance and/or remuneration.

1.5. The Board shall appoint the chairman of the Committee.  In the absence of the chairman the Committee and/or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting.

1.6. The Company Secretary or his nominee shall act as Secretary of the Committee.

 

2. Quorum and proceedings of meetings

2.1. The quorum for Committee meetings shall be two members.

2.2. The Committee shall meet at least three times a year at the appropriate times in the reporting and audit cycle and otherwise as required.

2.3. Any Committee member, the Secretary or Head of Internal Audit may call additional meetings as necessary. The external auditors may also request additional meetings.

2.4. The Committee Chairman will be available and maintain a dialogue with the external auditors and key individuals involved in the Company’s governance, including the chairman of the Board, the chief executive, the chief finance officer to discuss any matters of concern in relation to financial reporting matters, internal control concerns or compliance with the Group’s legal, regulatory and compliance obligations should this be considered necessary by those individuals.

2.5. The Committee will meet regularly with the external auditors and Head of Internal Audit without management present.

 

3. Principal duties

3.1 Financial reporting

3.1.1 Review the annual and half year financial results as well as other published information relating to the Group’s financial performance including announcement of preliminary results and any other formal announcement relating to its performance, reviewing and reporting to the Board on significant financial reporting issues and judgements which they contain having regard to matters communicated to it by the auditor.

 

3.1.2. In particular, the Committee shall review and challenge where necessary:

3.1.2.1. the consistency of, and any changes to, significant accounting policies, both on a year-on-year basis and across the Group;

3.1.2.2.  the methods used to account for significant or unusual transactions where alternative accounting approaches can be adopted;

3.1.2.3. whether the Group has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor;

3.1.2.4. the clarity and completeness of disclosure in the Group’s externally published financial reports and the context in which the statements are made; and

3.1.2.5. all material information presented with the financial statements, such as the business review and the corporate governance statements relating to the audit and to risk management.

3.1.3. Where the Committee is not satisfied with any aspect of the proposed financial reporting by the Group, it shall report its views to the Board.

 

3.2. Narrative reporting

Where requested by the Board, the Committee should review the content of the annual report and accounts and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy.

 

3.3. Internal controls and risk management

3.3.1. The Committee shall keep under review the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems; and

3.3.2. Review and approve the statements to be included in the Company’s annual report concerning internal controls and risk management unless this is done by the Board.

 

3.4. Whistleblowing

3.4.1. Review the adequacy and security of the Company’s arrangements for tis employees and contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow-up action

3.4.2. Review the Company’s procedures for detecting fraud;

3.4.3. Review the Company’s systems and controls for the prevention of bribery and receive reports on non-compliance;

3.4.4. Review regular reports from the Company’s money laundering officer and the adequacy and effectiveness of the Company’s anti-money laundering systems and controls; and

3.4.5. Review regular reports from the Company’s compliance officer and keep under regular review the adequacy and effectiveness of the Company’s compliance function.

 

3.5. External audit

3.5.1. Review and make recommendations to the Board, to be put to the shareholders for approval at the AGM, in relation to the appointment, re-appointment and removal of the company’s external auditors, and make recommendations to the Board regarding tendering the external audit contract from time to time as required by best practice or regulation.

3.5.2. Ensure that key partners are rotated at appropriate intervals in line with best practice; and consider their resignation and removal and recommend appropriate action.

3.5.3. Review the performance of the external auditors including the scope of their audit and recommend to the Board appropriate remuneration.

3.5.4. Review, at least annually, the effectiveness of the audit and the qualifications, expertise, resources, independence and objectivity of the external auditor, including the nature and extent of non-audit and consultancy services and keep under review, the Group policy on the engagement of the external auditors for these services to ensure that independence or objectivity is not impaired.

3.5.5. Review and approve the engagement letter issued at the start of each audit and the scope of the audit.

3.5.6. Review the scope and results of the external audit and any significant findings reported to the Committee in the management letter, receiving updates from management on action taken as well as a review of any representation letter(s) requested by the external auditor before they are signed by management.

3.5.7. Review and discuss any reports from the external auditors on critical accounting policies, including management’s response.

 

4. Reporting responsibilities

4.1. After each meeting, the Committee Chairman shall report formally to the Board on its proceedings and how it has discharged its responsibilities.

4.2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

4.3. A report to the shareholders on the activities of the Committee in discharging its responsibilities shall be included, as a separate section, in the Annual Report.

4.4.  The Committee Chairman shall attend the annual general meeting to answer shareholder questions on the Committee’s activities.

 

5. Authority

5.1 The Committee has authority to:

5.1.1. oversee any investigation of activities which are within its terms of reference;

5.1.2. require provision of any necessary information to fulfil the above;

5.1.3. obtain, through the Company Secretary, outside legal help and any professional advice, at the Group’s expense, which might be necessary to enable it to fulfil its duties;

5.1.4. call any employee, through the Company Secretary, to be questioned at a meeting of the Committee as and when required; and

5.1.5. delegate any of its powers to one or more of its members, or the Secretary if it deems this appropriate.

 

6.  Other

The terms of reference and the effectiveness of the Committee shall be reviewed annually and the necessary recommendations made to the Board for its approval.

 

The Nominations Committee is a Committee of the Board of Directors of First Derivatives plc (the Board), from which it derives its authority and to which it regularly reports.

 

Terms of Reference:

 

Introduction

The Nominations Committee (“the Committee”) ensures that there is an appropriate balance of skills, experience, diversity, independence and knowledge on the Board and its Committees, reviews the size and composition of the Board and makes recommendations to the Board. The Committee receives reports from and provides input on the Chief Executive’s plans for Executive succession and development. The Committee also considers and agrees (i) appointments to and removals from the Executive Committee and changes in other executive direct reports to the Chief Executive; and (ii) proposals to restructure the Executive Committee.

The Committee oversees and monitors First Derivatives plc governance framework and endorses governance policies and makes recommendations to the Board.

 

Terms of Reference

 

1. Membership and attendance

1.1. The Committee shall be composed of at least three members.

1.2. A majority of the members of the Committee shall be independent Non-Executive Directors other than the Company Secretary who attends all meetings.

1.3. The Board shall appoint the Committee members, the Committee Chairman and any deputy. In the absence of the Committee Chairman and/ or an appointed deputy, the remaining members present shall elect an independent Non-Executive Director to chair the meeting.

1.4. Only Committee members have the right to attend Committee meetings. However, other individuals such as non-member Non-Executive Directors and the Chief Executive may be invited to attend for all or any part of the meeting, as and when appropriate and necessary.

1.5. The Company Secretary or his nominee shall act as Secretary of the Committee.

 

2. Quorum and proceedings of meetings

2.1. The quorum for Committee meetings shall be two members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities and duties vested in or exercisable by the Committee.

2.2. The Committee meets at least twice a year, or more frequently if required and at other times when the Chairman of the Committee requires. Also a Committee member or the Company Secretary may call additional meetings as necessary.

2.3. The Committee may delegate any of its powers to one or more of its members or the Company Secretary.

 

3. Minutes

3.1. The minutes of meetings of the Committee shall be circulated to all members of the Committee and to nominated recipients as soon as practicable after the meeting.

 

Principle Duties

4. Nominating and Succession

4.1. To review regularly the size and composition of the Board and its Committees in order to ensure an appropriate balance of skills, experience, diversity, independence and knowledge of the group, recommending any proposed changes to the Board. This will include keeping under review the policy on diversity on the Board, including gender, and any measurable objectives that it has set for implementing the policy.

4.2. To keep under review the need for appointments, prepare a description of the specific experience and abilities needed for each Board appointment with due regard for the benefits of diversity on the Board, taking care that appointees have enough time available to devote to the position, consider candidates for appointment as either executive or Non-Executive Directors and recommend appointments to the Board.

4.3. When considering the appointment of both executive and Non-Executive Directors to the Board, review such director’s positions and interest in other companies or firms, in order to identify any conflicts or potential conflicts of interest and make recommendations to the Board as to whether these positions and interests should be authorised.

4.4. Review each director’s conflicts authorisations annually to check it is appropriate for the relevant matters to remain authorised and make recommendations to the Board accordingly.

4.5. To recommend to the Board whether to reappoint Non-Executive Directors at the end of their respective terms of office and in relation to any term beyond six years undertaking a particularly rigorous review.

4.6. To review the time required from the Senior Independent Director and the Non-Executive Directors generally to discharge their duties and the amount of time required from each Non-Executive Director to discharge his or her duties in relation to Board and committee meetings and other commitments to the Company.

4.7. To determine the policy for, consider, and if thought fit agree the taking up of external directorships and other external interests by Executive Directors, members of the Executive Committee, and other senior direct reports to the Chief Executive1.

4.8. To consider and if thought fit agree external directorships and other interests of the Chairman1. The Chairman, acting jointly with the Company Secretary and also having consulted with the Chief Executive shall consider and may approve any other Board members taking on additional external appointments and assignments from time to time.

4.9. To advise the Board on succession planning for the roles of Chairman, Senior Independent Director, Chief Executive and for all other Board appointments, including the Company Secretary, taking into account the challenges and opportunities facing the Company and the skills and expertise needed on the Board from time to time.

4.10. To receive reports from the Chief Executive on succession and development plans for Executive Committee members and his other direct reports, receiving a report at least annually and providing input on those plans.

4.11.  To consider and if thought fit agree (i) appointments to and removals from the Executive Committee and of other executive direct reports to the Chief Executive; and (ii) proposals to restructure the Executive Committee.

Note: For matters to do with succession to the chairmanship of the Board, including appointment, the Committee will be chaired by the Senior Independent Director.

 

5. Reporting and Effectiveness

5.1 After each meeting, the Committee Chairman shall report formally to the Board on the Committee’s proceedings and how it has discharged its responsibilities.

5.2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

5.3 A report to the shareholders on the activities of the Committee in discharging its responsibilities shall be included, as a separate section, in the Annual Report.

5.4 The Committee Chairman shall attend the annual general meeting to answer shareholder questions on the Committee’s activities.

 

6. Other

The terms of reference and effectiveness of the Committee shall be kept under review and the necessary recommendations made to the Board for its approval.

1 The Company Secretary shall report any external appointments at the next meeting of the Board.