Non-Executive Director Remuneration Committee Terms of Reference

February 2026

The role of the Non-Executive Remuneration Committee is to set and review Non-Executive Director (excluding the Chair) fees ensuring that these are appropriate to attract and retain high quality individuals. 

The Committee shall ensure that incentives, performance management frameworks and remuneration structures are designed in a way that is consistent with ensuring good outcomes for customers. Throughout its activities, the Committee shall consider the general obligation to ensure customers are getting fair value and good outcomes in everything it does (Consumer Duty – Principle 12).

Members of the Committee are appointed by the Board, upon the recommendation of the Governance and Nominations Committee and in consultation with the Chair of the Committee.

The Committee comprises:

• The Chief Executive Officer (Chair of the Committee)
• Executive Directors of the Board
• Chair
• Chief People Officer

The Committee Chair will chair the Committee. In the absence of the Committee Chair at a Committee meeting, the remaining members present shall elect one of themselves to chair the meeting.

The Secretary of the meeting will be agreed between the Chair of the Meeting and the Society Secretary.

Only members of the Committee have the right to attend Committee meetings. However, other individuals may be invited to attend for all or part of the meeting, as and when appropriate.

This Committee will meet at least annually or on a more frequent basis as agreed by the Chair ofthe Committee.

Three¹ members.

Written resolutions may be used in accordance with the Society’s Rules. 

Meeting papers and minutes

The Secretary of the Committee shall circulate the Agenda and papers for each meeting of the Committee no less than five working days in advance of the relevant meeting.

Minutes will record the proceedings, resolutions and decisions including recording the names of those present and in attendance and record any declarations of interest/conflicts of interest disclosed at meetings. The minutes of the meeting shall be approved at the next meeting.

The Committee is authorised to perform such other oversight functions as the Board may request.

This Committee reports to the Society’s Board at least, annually on the outcome of its review of Non-Executive Director fees, explaining how its conclusions have been arrived at.

None.

1 Review

The fees paid to the Non-executive Directors within the terms of the Society’s Rules.

Annually