Page 44 - RFU Annual Report 2018

4 CORPORATE GOVERNANCE

2

REMUNERATION COMMITTEE:

Membership of the Committee
Name Role Member since Meetings attended in year
Dominic Proctor Chair – Independent Non-Executive Board Member 2017 4 out of 4
Andy Cosslett Chairman of the Board 2016 4 out of 4
Malcom Caird RFU Council Member 2016 4 out of 4
Chris Cuthbertson RFU Council Member and Non-Executive Board Member 2014 3 out of 4
Sean O’Hare* Independent 2013 2 out of 2
Naomi Sutcliffe** Independent 2018 1 out of 1

*Resigned December 2017
**Appointed April 2018 The role and remit of the Remuneration Activities of the Committee
Committee is regularly monitored for The Remuneration Committee held four
Purpose of the Committee its effectiveness and appropriateness meetings during the year.
The Committee is responsible for the business, while the Terms of
for determining and agreeing the Reference are required to be reviewed by The increased activity was as a result
framework, policies and remuneration the Committee at least every three years. of significant recruitment decisions in
packages for the Chief Executive Officer, relation to the CEO and CFO, for which
Executive Directors and anyone whose During the year, Sean O’Hare stood the committee needed to consider
salary exceeds £150,000 per annum. down as the independent member of remuneration matters. The principal
the Committee. An external search and items covered at meetings were:
This includes the England Men’s XV selection process was conducted and Approval of updates to the
Head Coach position and certain Naomi Sutcliffe joined the Committee in Terms of Reference
other Men’s XV coach positions and April 2018. Annual pay review and bonus
employees in subsidiary companies. payments for 2016/17
The Committee also reviews annual Naomi has strong experience of reward
service fees for the Chairman of the activities including remuneration Bonus schemes for 2017/18
Board and Non- Executive Directors. committee work, governance and Executive KPIs
reporting requirements, remuneration
One change was made to the Terms strategy and policy and Executive pay Annual Report disclosure
of Reference this year specifically in and benefits. CEO remuneration
order to provide increased visibility of Naomi has worked in a variety of HR CFO remuneration
the Committee of the RFU’s financial roles including time as the European
performance and position, and Head of HR at Willis Towers Watson. Review of quarterly financial reports
specifically any exceptional variances to Succession planning
budget agreed by the Board of Directors.
The Committee now achieves this by Annual review of Remco performance
receiving the Union’s internal financial by members
reports each quarter. This information Chairman’s annual report to the Board
has always been available to Committee Ad hoc remuneration decisions
members but its availability has
now been formalised in the Terms of Executive bonus structure for 2018/19
Reference.
The Committee regularly receives
assistance in considering Executive
remuneration matters from members of
senior management, including the HR
Director and CEO. These individuals
attend meetings by invitation during the
year, while ensuring that no person was
present during any discussions relating
to their own remuneration.

Annual
Report
2018