Members of the Remuneration Committee are appointed by the Board and all of its members are considered to be independent.
The Remuneration Committee meets at least twice a year and otherwise as required.
Executive Directors may be invited to attend all or part of any Remuneration Committee meeting to provide additional insight on how the Company’s remuneration strategy can be best linked to Ophir’s strategic objectives while also reflecting general workforce pay and conditions. However, any Executive Director attending a meeting will abstain from any discussion directly relating to their own remuneration.
The Remuneration Committee has appointed Korn Ferry (which is part of the Hay Group) as independent consultants to provide advice on remuneration and share incentives both for Executive Directors and the wider senior executive management population. Representatives from Korn Ferry may be invited to attend Remuneration Committee meetings and details of their terms of engagement are available on request from the Company Secretary. Neither Korn Ferry, nor any other part of the Hay Group, provide other services to the Company.
Role and Responsibility
The Remuneration Committee’s full terms of reference are available below but in summary, its main responsibilities include:
Responsibility for determining the framework or broad policy for the remuneration of the Company’s Chief Executive, Chairman, Executive Directors and Company Secretary. The Committee also recommends and monitors the level and structure of remuneration for senior executive management, ensuring safeguards are in place to prevent awards being made for failure. Any changes to the Directors’ Remuneration policy are subject to prior shareholder approval.
Download the Remuneration Committee's full terms of reference