REMUNERATION COMMITTEE MEMBERS
Sara Fowler – Chair
Andrew Kitchingman
Doug Robertson
Matthew Taylor
MPAC GROUP PLC
TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE
Approved by the Board on 12 June 2025
1. COMPOSITION AND AUTHORITIES
1.1 The members of the Remuneration Committee (“the Committee”) shall be appointed by the Board on recommendation of the Nomination Committee.
1.2 Appointment to the Committee shall be for a period of up to three years, which may be extended for two further periods of up to three years, provided the director still meets the criteria for membership of the Committee.
1.3 The Committee shall comprise at least two independent non-executive directors of the Company. All members of the Committee must be independent non-executive directors. The Chair of the Board may be appointed to the Committee provided they are independent but if appointed shall not be Chair of the Committee. In the absence of the Chair of the Committee and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting from those who would qualify under these terms of reference to be appointed to that position by the Board.
1.4 The Company Secretary or their nominee shall act as secretary of the Committee.
1.5 The quorum necessary for the transaction of business shall be two members both of whom shall be independent non-executive directors. 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.
1.6 The Committee shall meet at least twice a year and otherwise as required.
1.7 A meeting of the members of the Committee may consist of a conference between Committee members some or all of whom are in different places provided that each Committee member may participate in the business of the meeting whether directly, by telephone or by any other electronic means which enables them:
a) to hear each of the other participating Committee members addressing the meeting; and
b) if they so wish, to address all of the other participating Committee members simultaneously.
1.8 A quorum is deemed to be present if at least the number of Committee members required to form a quorum may participate in the manner specified in paragraph 1.7 above in the business of the meeting.
1.9 A Committee meeting held in the manner specified in paragraph 1.7 above is deemed to take place at the place where the largest group of participating Committee members is assembled or, if no such group is readily identifiable, at the place from where the Chair of the meeting participates.
1.10 Other directors or executives of the Company may be invited by the Committee to attend for all or part of any meeting of the Committee but shall not be involved in any decisions relating to their own remuneration.
1.11 The Committee is authorised to seek any information it requires from any employees or officers. In seeking any advice or assistance from any of the Company’s executives, the Committee is to ensure that advice or assistance provided in such capacity is clearly separated from the executive’s role within the business.
1.12 The Committee is authorised by the Board to obtain, at the Company’s expense, outside legal or other professional advice on any matters within its terms of reference.
2. RESPONSIBILITIES
2.1 The Committee should carry out the duties below for Mpac Group plc, and the Group as a whole, as appropriate.
2.2 The Committee shall:
a) have responsibility for determining the policy for directors’ remuneration and setting remuneration for all executive directors and the Company’s chair, including pension rights and any compensation payments. The Board itself or, when required by the Articles of Association, the shareholders, should determine the remuneration of the non-executive directors within the limits set in the Articles of Association. No director or senior manager shall be involved in any decisions as to their own remuneration;
b) Establish remuneration schemes that promote long-term shareholding by executive directors that support alignment with long-term shareholder interests;
c) Design remuneration policies and practices to support strategy and promote long-term sustainable success, with executive remuneration aligned to company purpose and values, clearly linked to the successful delivery of the company’s long-term strategy. The Committee shall have full discretion to override formulaic outcomes and to recover and/or withhold sums or share awards under appropriate specified circumstances;
d) In determining such policy, take into account all factors which it deems necessary including relevant legal and regulatory requirements, the provisions and recommendations of the Quoted Companies Alliance (the “QCA”) Corporate Governance Code (the “QCA Code”) and associated guidance. The objective of the policy shall be to promote the long-term success of the Company, having regard to views of shareholders and other stakeholders. The remuneration policy should support and reinforce the Company’s desired corporate culture and have regard to the risk appetite of the Company and alignment of the Company’s strategic long-term goals. A significant proportion of remuneration should be structured so as to link rewards to corporate and individual performance and designed to promote the long-term success of the Company.
e) when setting remuneration policy for directors, review and have regard to pay and employment conditions across the Company or group, especially when determining annual salary increases.
f) In consultation with the Chair and/or chief executive, as appropriate, determine the total individual remuneration package of each executive director and the Company Chair and recommend and monitor the level and structure of remuneration for other senior executives including bonuses, incentive payments and share options or other share awards. The Committee shall Review the ongoing appropriateness and relevance of the remuneration policy;
g) obtain reliable, up-to date information about remuneration in other companies of comparable scale and complexity. To help it fulfil its obligations the Committee shall have full authority to appoint remuneration advisors and to commission or purchase any reports or surveys or information which it deems necessary at the expense of the Company but within any budgetary restraints imposed by the Board;
h) be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration advisors who advise the Committee;
i) approve the design of, and determine targets for, any performance-related pay schemes operated by the Company and approve the total annual payments made under such schemes;
j) review the design of all share incentive plans for approval by the Board and shareholders and for any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors, company secretary and other designated senior executives and the performance targets to be used;
k) when reviewing and approving the design of performance-related pay schemes and share incentive plans, consult as necessary with other Board committees in order to set appropriate incentive targets and appraise performance in respect of those targets;
l) determine the policy for and scope of pension arrangements, for each executive director and other designated senior executives;
m) ensure that contractual terms on termination and 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;
n) be aware of and advise on any major changes in employee benefit structures throughout the Group;
o) agree the policy for authorising claims for expenses from the directors.
3. REPORTING
3.1 The Committee Chair shall report to the Board after each meeting of the Committee on all matters within its duties and responsibilities.
3.2 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
3.3 The Committee shall ensure that provisions regarding disclosure of information required by an AIM company in respect of remuneration matters are fulfilled. If the Committee has appointed remuneration consultants, the annual report of the Company’s remuneration policy should identify such consultants and state whether they have any other connection with the Company.
3.4 Through the Board Chair, the Committee shall ensure the Company maintains contact as required with its principal shareholders about remuneration.
3.5 The Committee shall produce a report of the Company’s remuneration policy and practices to be included in the Company’s annual report and ensure each year that it is put to shareholders for an advisory vote at the Annual General Meeting.
3.6 The Committee Chair should attend the annual general meeting to answer any shareholder questions on the Committee’s activities.
3.7 The Committee shall annually review its terms of reference and its own effectiveness and recommend any changes to the Board.
4. DUTIES OF THE SECRETARY
4.1 Meetings of the Committee shall be called by the secretary of the Committee at the request of the Chair or any member thereof.
4.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed and supporting papers, shall be forwarded to each member of the Committee and any other person required to attend not later than two working days prior to the date of the meeting or such other reasonable time considered appropriate preparation for the business of the meeting. Notices, agendas and supporting papers can be sent in electronic form where the recipients have agreed to receive documents in such a way.
4.3 The Secretary shall be required to keep a proper and timely record of meetings of the Committee and circulate such minutes to all members of the Committee and the Board unless in the opinion of the Committee Chair it would be inappropriate to do so.
4.4 The Secretary shall ensure that the Committee is properly constituted within these terms of reference. Any actual or anticipated variance of these terms should be brought to the attention of the Chair of the Committee and the Chair of the Board as appropriate.
4.5 The Secretary shall ensure that these terms of reference are publicly available.
5. OTHER MATTERS:
5.1 The Committee shall:
a) have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for assistance as required;
b) be provided with appropriate and timely training, both in the form of an induction programme for new members and an ongoing basis for all members;
c) give due consideration to laws and regulations, the provisions of the QCA Code and the requirements of the AIM Rules, such elements of the Disclosure Guidance and Transparency Rules that may apply to an AIM company, the UK Market Abuse Regulations and any other applicable rules, as appropriate; and
d) oversee any investigation of activities which are within its terms of reference