Directors’ Remuneration Report
Paul Le Page
Remuneration Committee Chairman
I am pleased to present the Directors’ Remuneration Report for the year ended 31 March 2024.
On 27 February 2024, the Board announced that the Remuneration and Nomination Committee would be replaced by two separate Committees, namely the Remuneration Committee and the Nomination Committee. The Remuneration Committee is chaired by myself in my capacity as the Senior Independent Director, and the Nomination Committee is chaired by Helen Mahy, the Chairwoman of the Board. This change reflects the fact that the Board is unlikely to appoint a director against the wishes of its Chairwoman, and the fact that the Senior Independent Director still retains responsibility for resolving any conflicts between the Board and its Chairwoman.
This Directors’ Remuneration Report has been prepared by the Remuneration Committee and approved by the Board. The Committee deals with remuneration-related matters. This Directors’ Remuneration Report covers the remuneration-related activities of the Committee and shows how the current remuneration policy, which was approved by shareholders at the AGM in 2023, was implemented during the year ended 31 March 2024.
Remuneration Committee
The Remuneration Committee comprises all of the Directors (with Caroline Chan appointed to the Committee on 11 April 2024). The Board is satisfied that, as all of the Directors are Non-Executive, it is appropriate for all of them to be members of the Committee. All of the Directors are, and have been since appointment, independent.
In respect of remuneration-related matters, the Remuneration Committee’s responsibilities include:
setting the policy for the remuneration of the Directors;
reviewing the ongoing appropriateness and relevance of the remuneration policy;
within the terms of the approved policy, determining the remuneration of the Chairwoman of the Board and reviewing the quantum of the other Directors’ remuneration and, if considered appropriate, recommending any changes to the Board;
appointing and setting the terms of reference for any remuneration consultants to advise the Committee;
agreeing policy on the recovery by the Directors of expenses incurred in performance of their duties; and
drafting the Directors’ Remuneration Report and reporting to shareholders on the implementation of the Company’s remuneration policy in accordance with relevant corporate governance requirements.
Full details of the Committee’s roles and responsibilities are set out in formal terms of reference. The terms of reference are regularly reviewed by the Remuneration Committee and are available on the Company’s website: www.nextenergysolarfund.com.
