Purpose
The purpose of the Remuneration Committee (“the Committee”) is to assist the board of directors (“the Board”) of Center Parcs (Holdings 1) Limited, its subsidiary undertakings and Center Parcs Ireland Limited (together “the Group”) in:
- setting executive director remuneration, including pension rights, bonuses, incentive payments and other awards;
- setting the remuneration of the Group’s Chairperson and any non-executive directors; and
- setting discretionary bonuses or other discretionary benefits in relation to any director or senior employee.
Membership
The Committee shall consist of a minimum of 3 members appointed by the shareholder.
The Chair of the Committee shall be appointed by the shareholder from amongst the members of the Committee. In the absence of the Chair of the Committee, the remaining members present will elect one of themselves to chair the relevant meeting.
Meetings
The Committee shall meet at least once a year and at such other times as it sees fit. The quorum for meetings of the Committee shall be any two (2) members. Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Group’s Chairperson (if not a member), Chief Executive Officer, the Chief Financial Officer and/or the Chief People Officer and external advisers may be invited to attend for all or part of any meeting, as and when appropriate and necessary.
Notice and minutes of meetings
Meetings of the Committee shall be called by the secretary of the Committee at the request of the Chair of the Committee. Notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, will be forwarded to each member of the Committee and any other person required to attend in advance of the meeting (in sufficient time to enable consideration of the issues). Meetings may be held in person or electronically.
Duties
The Committee shall:
- set executive director remuneration, including pension rights, bonuses, incentive payments and other awards;
- set the remuneration of the Group’s Chairperson and any non-executive directors;
- approve any discretionary bonuses or other discretionary benefits in relation to any director or senior employee;
- agree the terms on which an executive director’s employment is terminated, and any payments made to the executive director in connection with or following such termination;
- select, appoint and set the terms of reference for any remuneration consultants to advise the Committee; and
- liaise as necessary with other committees, ensuring the interaction between committees and with the Board is reviewed regularly.
No director or senior manager shall be involved in any decisions as to their own remuneration outcome.
Others matters
The Committee will:
- have access to sufficient resources in order to carry out its duties, including access to the Group’s Company Secretary for assistance, as required;
- work and liaise as necessary with all other committees of the Group; and
- at least annually, review its terms of reference to ensure it is operating effectively and recommend any changes it considers necessary to the Board for approval.
Authority
The Committee is authorised to:
- seek any information it requires from any employee of the Group in order to perform its duties; and
- obtain, at the Group’s expense, legal or other professional advice on any matter within its terms of reference.
Last updated: January 2024