The Agriculture and Horticulture Development Board (AHDB) Remuneration Committee Terms of Reference

  1. Constitution

    AHDB has established a Remuneration Committee and approved these Terms of Reference on 7 April.

  2. The Scope and Remit of the Remuneration Committee

    The Remuneration Committee's function is to:

    • Advise Defra on the Remuneration of AHDB Board Members.
    • Set the remuneration for the Sector Board Members.
    • Advise the Board, in consultation with Defra, on the performance objectives and remuneration terms linked to these objectives for the AHDB Chief Executive.
    • Advise the Board on the total remuneration packages for the senior managers in the AHDB Group, including pay benefits and pension arrangements.

    In detail, the Remuneration Committee is specifically charged with determining AHDB's policy on the remuneration of those covered by the scope of this Committee to ensure that these packages are appropriate to attract, retain and motivate senior staff of appropriate calibre in line with the needs of AHDB and the industry.

    In this context the Remuneration Committee will give full consideration to the best practice provisions for remuneration policy, contracts and compensation.

  3. Membership of Quorum

    The Remuneration Committee Chairman will be an Independent Board Member of AHDB, appointed by the Chairman.

  4. The Remuneration Committee will consist of 4 members of the AHDB Board appointed by the Board. Any three of the members will form a quorum at meetings of the Remuneration Committee. In the absence of the elected Chairman, the members present will agree who is to act as Chairman of the Committee. None of the Committee should have any personal financial personal financial interest, conflict of interest arising from cross directorships or day-to-day involvement in decisions affected their remuneration.

  5. Attendance at Meetings

    The AHDB Chief Executive, and the Interim Directors should be available to attend meetings as required, except that any individual being reviewed shall not be present for any discussion relating to his/her own remuneration agreements.

  6. The Secretary of the Remuneration Committee will be the Interim HR Director.

  7. Frequency of Meetings

    The Committee will meet at least once per annum and additionally as required.

  8. Advice

    The Committee should have access to the annual appraisals of each member of the Senior Management and receive guidance from the AHDB Chief Executive regarding their performance. The Committee will also have authority to seek independent advice on remuneration packages and the employment market.

  9. The Committee will have access as appropriate to the Chief Executive, Interim HR Director and if necessary the Interim Finance Director.

  10. Internal Reporting Procedures

    The Remuneration Committee Chairman will make a brief oral report to the AHDB Board after each Remuneration Committee meeting.

  11. The Secretary of the Remuneration Committee will circulate the minutes of the meeting to all members of the AHDB Board.