Dave Forsey Chief Executive 19 July 2012 - Sports Direct International

54 / MANAGEMENT AND GOVERNANCE
Corporate Governance Report
Remuneration Committee
Directors who served on the Committee during the Year were:
Dave Singleton (Chairman)
Simon Bentley
Keith Hellawell
Charles McCreevy
Claire Jenkins 13 December 2011
The Remuneration Committee assists the Board to ensure
appropriate levels of pay and benefits are in place for Executive
and Non-Executive Directors. A key priority is to ensure that
remuneration policy is aligned with strategy to achieve the long-term
success of the Group. The Committee ensures that it complies with
the requirements of regulatory and governance bodies including the
UK Code whilst meeting shareholder and employee expectations.
All members of the Committee are Non-Executive Directors and are
considered independent.
Responsibilities:
The responsibilities of the Remuneration Committee include:
• Determining the Company’s policy on Executive remuneration,
including the design of bonus schemes, and targets and
payments made thereunder.
• Determine the levels of remuneration for the Chairman and
each of the Executive Directors.
• Monitor the remuneration of Senior Management and make
recommendations in respect thereof.
• Agree any compensation for loss of office of any
Executive Director.
The Remuneration Committee meets at least three times a year and
met on three occasions during the Year.
A report on the remuneration of Directors appears on pages 56
to 59.
What has the Committee done during the year?
• Reviewed the proposed bonus scheme for Mike Ashley.
• Reviewed Executive remuneration to include salaries
and bonuses.
• Reviewed and approved the Directors’ Remuneration Report
contained on pages 56 to 59.
Full details of Directors’ remuneration can be found in the
Remuneration Report on pages 58.
Nomination Committee
Members of the Nomination Committee during the Year were:
Keith Hellawell (Chairman)
Simon Bentley
Dave Singleton
Charles McCreevy
The Nomination Committee will meet at least once a year and will
also meet when appropriate. The Committee met on one occasion
during the Year. All of the Nomination Committee members are
Non-Executive Directors and considered independent.
Responsibilities:
• Review the Board’s structure.
• Review the composition and make up of the Board, including
evaluating the balance of skills, knowledge and experience of
the members of the Board.
• Give consideration to succession planning for Directors.
• Prepare a description of the role and capabilities required for
any Board appointment.
• Make recommendations to the Board concerning the standing
for reappointment of Directors.
• Identify potential candidates to be appointed as Directors, and
make recommendations to the Board as the need may arise.
The Board has established a Nomination Committee to ensure a
formal, rigorous and transparent procedure for the appointment of
new Directors to the Board.
The Nomination Committee also determines succession plans
for the Chairman and the Chief Executive who are not present at
meetings when the matter is discussed. Succession plans are
reviewed by the Nomination Committee at least once a year.
Dave Forsey, the Chief Executive, will usually attend meetings
of the Nomination Committee, unless the Nomination Committee
is dealing with matters relating to him or with the appointment of
his successor.
The Board currently believes that the Board and its Committees as
currently constituted are working well.