Enterprise Inns plc Annual Report and Accounts 2012

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Governance Report BOARD COMMITTEES Subject to those matters reserved for its decision (or matters delegated to the Executive Committee or the Finance Committee, as referred to above), the Board has delegated to its Remuneration, Nomination and Audit Committees certain authorities. The terms of reference for each of the Remuneration, Nomination and Audit Committees are published on the Company’s website. The reports of each of these Committees are set out below. REMUNERATION COMMITTEE Composition In compliance with the Code, the Committee comprised only independent non-executive directors: • Susan Murray – Chairman; • David Harding; and • David Maloney. Role and responsibilities • Establishing and developing general policy on executive and senior management remuneration. • Determining specific remuneration packages for the Chairman and executive directors. • Considering the award of shares under the Company’s annual bonus plan and long-term share incentive plan. What the Committee did in 2012 The Committee met five times during the year. In 2012, the Committee: Annual Report 2012 Our Governance • reviewed the executive directors’ personal objectives and Company financial targets to ensure alignment with strategic objectives when setting the annual bonus arrangements for 2012; • discussed and adjudicated on bonus outcomes for the 2011 financial year; • approved long-term incentive arrangements for 2012; • considered the developments on remuneration practices following the publication of draft legislation by the Department for Business, Innovation & Skills and the likely impact of such legislation on the contents of the Remuneration Report for 2012; • reviewed the remuneration policy for executive directors for 2013; • considered and determined remuneration for Robert Walker on his appointment as Chairman; • took account of developments in pay practices throughout the Company; • reviewed its terms of reference; and • carried out an annual evaluation of its performance. Full details of the Company’s policies on remuneration and how the Committee applies the principles set out in the Code are set out in the Directors’ Remuneration Report, which includes details of directors’ remuneration, share interests and service contracts. This can be found on pages 37 to 52. 30
Governance Report NOMINATION COMMITTEE Composition In compliance with the Code, a majority of members of the Committee were independent non-executive directors. The Committee comprised: • Robert Walker – Chairman; • Hubert Reid (until the date of his retirement); • David Harding; • Susan Murray; • David Maloney; and • Ted Tuppen. Role and responsibilities • Proactively reviewing and refreshing Board composition. • Setting the types of skills, experience and diversity sought when searching for new directors. • Engaging with external recruitment consultants to identify and access potential candidates. • Interviewing short listed candidates and nominating those for approval by the Board. • Ensuring succession plans are in place for executive directors and other senior managers. What the Committee did in 2012 The Committee met five times during the year. In 2012, the Committee: • reviewed the succession plan; • reviewed the framework and the proposed timetable for succession planning for the retirement of Hubert Reid as Chairman and David Harding as SID; • instructed Heidrick & Struggles, an external recruitment firm who have no other connection with the Company, to find suitable candidates for the Chairman and non-executive positions and met with short-listed candidates; • recommended to the Board the appointment of Robert Walker as Chairman; • reviewed its own terms of reference; and • carried out an annual review of its performance. Our Governance Annual Report 2012 31
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