1. Constitution

AHDB has established a Remuneration and Nominations Committee to support it in determination of AHDB remuneration issues and the appointment of Sector Board members.

2. The Scope and Remit of the Remuneration and Nominations Committee

The Remuneration and Nomination Committee's function is to:

• Advise Defra on the number of days commitment required from AHDB Board Members.
• Set the remuneration for the Sector Board Members.
• Advise the Board, in consultation with Defra, on the performance objectives and remuneration terms linked to these objectives for the AHDB Chief Executive.
• Advise the Board on the total remuneration packages for the senior managers in the AHDB Group, including pay benefits and pension arrangements. The definition of Senior Management is AHDB Chief Executive, and all other Chief Officers and senior team. The Remuneration and Nominations Committee will also maintain an oversight of total remuneration packages of directors, and of the pay structure across the organisation.
• Advise the Board, in consultation with the CEO, on the proposals for any annual review for staff in general.
• Ensure appointment to Sector Boards are in accordance with AHDB approved procedures
• Give full consideration to succession planning for Sector Board members taking into account the challenges and opportunities facing the sectors and what skills and expertise are therefore required on future Sector Boards
• Be responsible for identifying and nominating for the approval of the Board, candidates to fill Sector Board vacancies as and when they arise.
• Before appointment is made evaluate, in conjunction with the relevant Sector Chair, the balance of skills, knowledge and experience on the Sector Board and, in light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates, the Committee shall: 
  

  a) Use open advertising or the services of external advisers to facilitate the search:
  b) Consider candidates from a wide range of backgrounds;
  c) Consider candidates on merit and against objective criteria, taking care that appointees have enough time to devote to the role.

• Ensure that on appointment to the Sector Board, Board members receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside the Sector Board meetings.

  Each Sector Board member will serve a three year term with one possible extension, of up to three years, by agreement with the Chairman of the Sector Board and the Chairman of AHDB. No ordinary member will ordinarily serve more than six years (i.e. two consecutive terms).

The Committee is specifically charged with determining AHDB?s policy on the remuneration of those covered by the scope of this Committee to ensure that these packages are appropriate to attract, retain and motivate senior staff of appropriate calibre in line with the needs of AHDB and the industry.

In this context the Committee will give full consideration to the best practice provisions for remuneration policy, contracts and compensation.

3. Membership of Quorum

The Committee Chair will be an Independent Board Member of AHDB, appointed by the Chair.

The Committee will consist of five members of the AHDB Board appointed by the Board (two being independent members and three Sector Chairs). Any three of the members will form a quorum at meetings of the Committee provided that at least one independent member and one Sector Chair are present. In the absence of the appointed Chair, the members present will agree who is to act as Chair of the Committee. None of the Committee should have any personal financial interest, conflict of interest arising from cross directorships or day-to-day involvement in decisions affecting their remuneration.

4. Attendance at Meetings

The AHDB CEO and its Directors should be available to attend meetings as required, except that any individual being reviewed shall not be present for any discussion relating to his/her own remuneration agreements.

AHDB will provide secretarial support to the committee.

5. Frequency of Meetings

The Committee will meet at least once per annum and additionally as required.

The Committee should have access to the annual appraisals of each member of the Senior Management and receive guidance from the AHDB CEO regarding their performance. The Committee will also have authority to seek independent advice on remuneration packages and the employment market.

The Committee will have access as appropriate to the CEO and the CFO.

6. Internal Reporting Procedures

The Committee Chair will make a brief oral report to the AHDB Board after each Remuneration and Nominations Committee meeting.

The Secretary of the Committee will circulate the minutes of the meeting to all members of the AHDB Board.

AHDB Board members are appointed by Defra under a separate arrangement.