01 02 Governance 03 04 Non-Executive Directors’ Remuneration Policy Fees for Non-Executive Directors are made up of a base cash fee, plus additional fees for Committee membership. The Policy provides for a Non-Executive Director’s remuneration package as follows: Purpose and Component link to strategy Operation Opportunity • Base cash fee. • Attract and retain • Cash payment on •The fees paid to each experienced individuals. a quarterly basis. Non-Executive Director will • The fee of the Chairman be disclosed in the relevant will be determined by the reporting year’s Annual Report. Remuneration Committee. The Chairman receives Fees for Non-Executive • Directors will be determined a fee which reflects the by the Board. extra time commitment The amount of remuneration and responsibility. • The Senior Independent may be reviewed from time to • time by the above, which may Non-Executive Director take into account the time receives a higher base commitment, responsibilities fee which reflects the and the technical skills extra time commitment required to make a valuable and responsibility. contribution to the Board, and • The maximum aggregate by reference to comparators, GHG PLC fees for all benchmarking, results of the Non-Executive Directors annual review and other which may be paid under guidance. The Board also GHG PLC’s Articles of reserves the right, in their Association is GBP 750,000. discretion, to amend and vary • A specific maximum has not the fees if there are genuinely been set for the individual unforeseen and exceptional base cash fee. circumstances which necessitate such review and in such circumstances any significant increase shall be the minimum reasonably required. • Non-Executive Directors are reimbursed for reasonable business expenses, including travel and accommodation, which are incurred in the course of carrying out duties. • Cash fee for each • Compensate for additional • Cash payment on • The Chairman does not committee membership. time spent discharging a quarterly basis. receive Committee fees. committee duties. • The amount of remuneration for committee membership is reviewed as above. Notes 1 Non-Executive Directors who are appointed to the Board of the Company and/or to the supervisory board of JSC GHG by shareholders (such as controlling shareholders) of the Company are required to waive any entitlements to fees which would otherwise be payable to them under the Policy for so long as they are appointees of a shareholder. Consideration of shareholder views A formal shareholder consultation process was undertaken in early 2019 to gather investor feedback on the proposed remuneration policy. This includes letters, calls and face-to-face meetings with members of the Remuneration Committee. Shareholders were widely supportive of the proposals and their feedback has been taken into account during the development of the new remuneration policy set out here and also in the Directors’ Remuneration Reports (for example, greater disclosure around CEO performance). 99