Investor Relations. The success of our business model begins and ends with investment performance.

Corporate Governance

The Board’s core purpose is to create and deliver the long term success of the Company and long term return for shareholders. This requires us to determine business strategy and our appetite for risk. We need to monitor management’s performance in delivering against that strategy and ensure that the risk management measures and internal controls they put in place are appropriate and effective. We must ensure that the funding and talent available to the business will support it long term. Finally, we must remain aware of the Company’s obligations to its shareholders and other stakeholders and respond to their needs with transparent reporting and active engagement.

Lord Livingston of Parkhead, Chairman of the Board of Directors, Man Group

Committee Membership

Roles and Responsibilities

Chairman’s and Chief Executive Officer’s roles and responsibilities

In line with the UK Corporate Governance Code, we have established a clear and written division between the Chairman’s and Chief Executive Officer’s roles and responsibilities. In brief Ian Livingston, as Chairman of the Board, is responsible for leading the Board and Luke Ellis, as Chief Executive Officer, is responsible for leading the business. Full details of their respective roles and responsibilities are set out below.

 

Chairman

To lead the Board, set its agenda and manage its business and meetings effectively. This includes ensuring that the Board discharges its prime roles of setting strategy, determining risk appetite and monitoring business and management performance.

  1. To ensure regular flows of accurate and relevant management information to enable the Board to make sound decisions and monitor business performance;
  2. To support and constructively challenge the Chief Executive Officer, to foster effective relationships between executive and non-executive Board members, and to create a culture of open debate;
  3. To ensure that the Board undertakes a formal annual evaluation of its performance and that of its Committees and acts on the findings of the evaluation;
  4. To ensure the provision of appropriate induction for new directors and the regular update by all directors of the knowledge they require for their role;
  5. To ensure, with the support of the Nomination Committee, effective Board succession planning and to take the lead on the search process for new directors (except for the appointment of a successor to the Chairman which should be led by the Senior Independent Director); and
  6. To ensure that the Company maintains effective communications with shareholders and that the Board understands the views of shareholders and other key stakeholders.

 

Chief Executive Officer

To lead the Executive Committee in developing business strategy, medium term plans and annual budgets for Board approval and in delivering against them.

  1. To run the business, supported by executive management, on a day to day basis and ensure that appropriate risk management systems and internal controls are in place;
  2. To report to the Board on the performance of the business and keep it advised on a continuing basis of any significant developments or potential impacts;
  3. To develop an effective relationship with the Chairman and to make the best use of the knowledge and experience of non-executive Board members;
  4. To develop, communicate and instil throughout the business a shared purpose, culture and set of business values;
  5. To build and maintain, through management development and succession planning, an effective executive management team; and
  6. To maintain in person and in conjunction with the Chief Financial Officer and investor relations team an effective dialogue with shareholders on the performance and strategy of the Company.

Role and responsibilities of the Senior Independent Director (“SID”)

Board relationships
  • Gain a comprehensive overview of the work of the Board, ideally through service on each of the three main Board Committees.
  • Develop good working relationships with both executive and non-executive Board members and maintain an awareness of any issues or concerns.
  • Provide a sounding board for the Chairman on all Board matters.
  • Act as a focal point for communications with the non-executive directors should Board or business circumstances require this.
  • Work to maintain effective Board relationships during any period of Board stress and act as an intermediary for other Board members if required.
Chairman – evaluation and succession
  • Lead the non-executive directors in the annual performance evaluation of the Chairman, taking account of the views of the executive directors. Hold a meeting of the non-executive directors at least annually for the purpose of this evaluation and provide feedback to the Chairman on the outcome of the process.
  • Hold other non-executive director meetings (without the presence of the Chairman) for such purposes and on such occasions as may be appropriate.
  • Chair the Nomination Committee when it is considering the succession to the role of the Chairman and take the lead on the search for and appointment of a suitable candidate.*

* NB if the Senior Independent Director has put himself/herself forward as a candidate for the succession, the appointment process should be led and the Nomination Committee chaired by another independent non-executive director.

Engagement with shareholders and regulator
  • Keep abreast of shareholder issues and sentiment in order to maintain a balanced understanding of their concerns. Attend meetings with major shareholders if required.
  • Be available to and engage with shareholders who have concerns which contact through the usual channels (ie with the Chairman, Chief Executive Officer, Chief Financial Officer or other executive directors) has failed to resolve or for which such contact is inappropriate. Ensure that any such concerns are shared with and understood by the Board.
  • Attend and be available for discussion with shareholders at the Company’s Annual General Meeting.
  • Be available to engage with the FCA if requested as part of their supervision of the firm and programme of meetings with key Board members.

Schedule of matters reserved for Board decision (July 2017)

In accordance with the UK Corporate Governance Code, the Board has adopted a formal schedule of matters reserved for its decision. This document details the issues that must be considered and decided on by the Board and which form the basis of the Board’s core agenda. A link to the full document is provided here and a summary is set out below:

Summary of matters reserved

The Board delegates all decision making on and management of the business to the Chief Executive Officer with the exception of the matters set out below which are reserved for Board decision:

Strategy and oversight

  1. Determining strategy and approving budgets and medium term plans.
  2. Overseeing the setting and implementation of the Company’s values and business principles.
  3. Overseeing business and executive management performance.
  4. Approving major acquisitions and disposals.
  5. Approving new ventures which materially extend beyond the Company’s current business mandate.

Risk appetite, funding and liquidity

  1. Determining the Company’s risk appetites.
  2. Agreeing the Group's capital structure, borrowing limits, borrowing facilities and liquidity.
  3. Approving Treasury policies including credit exposures and interest rate and foreign exchange hedging.
  4. Approving the Value at Risk limit for seeding new investments.

Risk management and internal controls

  1. Monitoring and reviewing the effectiveness of the Company’s risk management framework and internal controls and reporting on the review to shareholders.
  2. Undertaking a robust assessment of the principal risks facing the Company and reporting to shareholders:
    • how the prospects of the Company have been assessed and over what period; and
    • whether the directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities over this period.
  3. Approving the Company’s capital adequacy submission to the Financial Conduct Authority (the “ICAAP”).

Financial reporting and dividends

  1. Determining the dividend policy and recommending and declaring dividends.
  2. Approving, on the recommendation of the Audit & Risk Committee, major accounting policies.
  3. Approving financial statements, results announcements and trading statements.
  4. Approving shareholder circulars and notices of meeting.

Board appointments

  1. Appointing directors.
  2. Appointing the Company’s auditors.
  3. Determining the terms of reference and membership of Board Committees.

Remuneration

  1. Approving, on the recommendation of the Remuneration Committee:
    1. the Company’s broad policy on remuneration, including the Directors’ Remuneration policy and the Directors’ Remuneration report; and
    2. the compensation for the non-executive directors and the Chairman, subject to such compensation falling within the limits set by the Directors’ Remuneration policy and to the proviso that no director should participate in the approval of his or her compensation; and
    3. the annual objectives for each executive director.
  2. Approving new share incentive plans prior to their submission to shareholders for approval

Corporate Responsibility

  1. Approving the Company’s corporate responsibility and charitable giving strategy and Ethics Policy.

Directors' induction programme

Providing a comprehensive induction programme for new directors is essential in order to assist them to become effective in their role as quickly as possible. Man creates a detailed induction programme for each director which is tailored to their individual needs. The programme is built around a series of meetings with Executive Committee members and the heads of key business units covering all aspects of the business. An outline of the main programme with an indication of the topics covered is given below. This is supplemented by additional technical briefings for Audit and Risk and Remuneration Committee members where required.

Induction programme

Board diversity statement

We strive to capture the value that is brought to Board debate and decision making by directors with diverse backgrounds, experience, expertise and outlook.

Board diversity policy

Conflicts of Interest

The Board has processes in place to manage all potential conflicts of interest involving directors in accordance with the Company’s articles of association. Each individual director is under an obligation to notify the Chairman and Company Secretary of any potential conflicts as soon as they arise. Any such interests are reported to the Board which decides whether they are likely to represent a real or potential conflict of interest and, if so, whether they wish to authorise such conflict and on what terms. In addition, the Company Secretary, on an annual basis, confirms with each director their current external business interests. All such interests are reported to the Board for review and reconfirmation that they do not present any conflict with the interests of the Company.

The formal provisions regarding directors’ conflicts of interests are set out in articles 111 and 112 of the Company’s articles of association.

Articles of association

The Company’s articles of association (the ‘Articles’) set out the basis of the Company’s constitution and the rules by which it is run. They are a key element of corporate governance. Amendments to the Articles may only be made by a special resolution of shareholders which requires a majority of at least 75% to vote in favour.
The Articles cover the following main areas:

  1. Shares including details of the different classes of shares and rights attaching thereto, procedures on transfers and allotments.
  2. Directors including the rules on their appointment and retirement, powers of and proceedings of the Board and remuneration.
  3. General meetings including rules on providing notice of and meeting proceedings.
  4. Miscellaneous provisions including rules on maintaining company records, the Company Secretary, the execution of documents and other administrative issues.

Articles of association

Shareholder communications

Institutional investors

The Board receives regular and detailed feedback on market views from our Investor Relations team and corporate advisers. The executive directors have regular meetings with our institutional shareholder base and are in regular contact with analysts and other market commentators.

Man holds results presentations for both the full year and interim results announcements and undertakes conference calls following the publication of Interim Management Statements. It also hosts ad-hoc investor events from time to time.

The Chairman of the Remuneration Committee and our Head of Compensation consult shareholders in advance of any proposed material changes to Man’s remuneration practices. Both the Chairman and Senior Independent Director are always available to talk to shareholders about any issues of concern.

Private investors

We are always keen to hear the views of our private shareholders and we encourage them to use our shareholder mailbox ([email protected]) for detailed enquiries and our website for Company reports and business information.

One of the key dates for private shareholders is the Company’s Annual General Meeting (‘AGM’). The notice of each AGM and related papers are circulated to all shareholders at least 20 working days before the meeting, to provide shareholders with sufficient time to review and consider the documentation and proposed resolutions. All directors, including the Chairmen of each of the Committees, attend the AGM and are available to answer shareholder questions during the meeting. The Chief Executive Officer gives a presentation on the progress and performance of the business in the course of the meeting.

Information about Man

There is a wealth of information for shareholders about Man and its business on our website. Links to some useful pages are set out below:

  • About Us Within this section you will find information on Man’s business, its strategy and objectives, our investment management expertise and our corporate responsibility.
  • Investor Relations This is a key tool for shareholders and contains information on the share price, our results (see Results centre), our corporate calendar and shareholder information. The shareholder information section contains information on dividends, shareholder meetings and a ‘Frequently asked questions’ section aimed at our private shareholders.

Risk Appetite Statements

The risk appetite statements are set by the Board and cover all significant risk categories. They apply to both the investment management functions and Man Group itself. The statements express the Board’s appetite for risk, promote a risk aware culture and set out objectives and boundaries for Man Group’s business.

Risk appetite statements

Terms of reference of the Audit and Risk Committee (the “Committee”) of the Board of Directors of Man Group plc (the “Company”) which were originally constituted by a resolution of the Directors passed on 23 August 1994. These revised terms of reference were approved by the Board on 2 November 2016.

Members of the Audit & Risk Committee

Purpose

The Committee supports the Board by performing defined roles in relation to the interim and annual financial statements; the Company’s relationship with its external auditor; the effectiveness of risk management and internal controls; and oversight of the Compliance and Internal Audit functions. Specific responsibilities are set out for each of these roles. The existence of the Committee does not relieve the directors of any of their responsibilities.

Membership

The members of the Committee shall be appointed by the Board. All members of the Committee shall be independent non-executive directors of the Company and the Committee as a whole shall have competence relevant to the sector in which the Company operates. The Committee shall consist of no fewer than three members, one of whom shall have significant, recent and relevant financial experience. The quorum shall be two independent non-executive directors but, in the absence of a quorum for a particular Committee meeting, the Committee may appoint such other independent non-executive director(s) (to be nominated by the Chair of the Committee) as are required, to act as alternate(s) for those members of the Committee who are unable to attend that meeting.

The Board shall, from time to time, review the composition of the Committee in order that, where appropriate, membership of the Committee rotates amongst the Company's independent non-executive directors.

The Chair of the Committee shall be appointed by the Board from amongst the independent non-executive directors.

Attendance at meetings

The Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer, Chief Risk Officer, Chief Operating Officer, Head of Internal Audit, Group Financial Controller, Head of Compliance & Regulatory and a representative of the external auditor will usually attend meetings on the invitation of the Committee.

All non-executive directors and the Chairman of the Board have the right to attend Committee meetings if they so wish.

Other relevant parties may attend meetings of the Committee if invited by the Committee.

There should be at least one meeting each year, or part thereof, where the external auditor attend without management present and similarly one such meeting with Internal Audit.

The Secretary of the Committee shall be designated by the Chair of the Committee and shall attend meetings.

In some circumstances it may be necessary for members to attend meetings by telephone or video conference, which shall be permitted.

Frequency of meetings

Meetings shall be held not less than four times a year and, where appropriate, should coincide with key dates in the Company's financial reporting cycle.

The external auditor or Internal Audit may request an additional meeting of the Committee if they consider that one is necessary.

Authority

The Committee shall be authorised by the Board to:

  • investigate any activity within its terms of reference;
  • seek any information that it requires from any employee of the Group; and
  • obtain, at the Company's expense, outside legal or independent professional advice and such advisors may, if invited, attend meetings as necessary.

The Committee shall have access to sufficient resources in order to carry out its duties.

Responsibilities: Interim and Annual Financial Statements

Financial Reporting

The Committee shall monitor the integrity of financial information through review and challenge, where necessary, of the actions and judgements of management, in relation to the interim and annual financial statements before submission to the Board paying particular attention to:

  • critical accounting policies and practices, and any changes in them;
  • decisions requiring a significant element of judgement;
  • the methods used to account for significant or unusual transactions where different approaches are possible;
  • off balance sheet items;
  • the extent to which the financial statements are affected by any unusual transactions in the relevant period and the manner in which they are disclosed;
  • the adequacy and completeness of disclosures;
  • significant adjustments resulting from the audit, including the requirement to be advised of unadjusted differences;
  • the assumptions or qualifications in support of the "going concern" statement (including any material uncertainties as to the Company’s ability to continue as a going concern over a period of at least twelve months from the date of approval of the financial statements) and the longer term viability statement (including an assessment of the prospects of the Company and the Group looking forward over an appropriate and justified period);
  • compliance with applicable accounting and financial reporting standards;
  • compliance with applicable UKLA, stock exchange and other regulatory requirements; and
  • any other matter referred to it by the Board or the Remuneration Committee.

The Committee shall consider the following matters of relevance to the remuneration of Man staff:

  • items in the financial statements where there is a current or future risk of the outcome being significantly different from the reported position;
  • the timing or likelihood of future revenues;
  • the impact of planned bonus payments on Man’s capital and liquidity position, or its growth prospects.
Narrative reporting

The Committee shall, where requested by the Board, review the content of the annual/interim report and accounts and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy.

The Committee shall review all statements to be included in the annual report concerning internal controls and risk management prior to endorsement by the Board. This shall include all other material information presented with the financial statements, such as the strategic report, the Directors’ statement regarding their robust assessment of the principal risks facing the Company and the corporate governance statement (insofar as it relates to the audit and risk management).

Responsibilities: External Audit

The Committee shall:

  • have primary responsibility for making a recommendation on the appointment, reappointment and removal of the external auditor. If the Board does not accept the Committee's recommendation, it should include in the annual report, and in any papers recommending appointment or re-appointment, a statement from the Committee explaining the recommendation and should set out reasons why the Board has taken a different position;
  • ensure that the tendering, selection and rotation of the external audit services contract is carried out at such intervals and in a manner as may be determined by applicable law, regulation and best practice;
  • discuss with the external auditor and with management the accounting principles, policies and practices adopted in the preparation of the financial statements and to be assured that they comply with statutory requirements and generally accepted accounting standards;
  • review the findings of the audit with the external auditor which shall include but not be limited to, a discussion of any major issues which arose during the audit, any accounting and audit judgements, levels of errors identified during the audit and the responses of management to external audit findings and recommendations;
  • assess the independence of the external auditor, with specific focus on the rotation of key partners at / representatives of the external auditor at appropriate intervals;
  • approve the letter of appointment and annual engagement letter of the external auditor and the audit fee and pre-approve fees in accordance with the Committee's policy on non-audit services provided by the external auditor and to avoid any threat to the external auditor's independence or objectivity;
  • monitor and review, on an annual basis, the external auditor's qualifications, independence, objectivity and effectiveness, taking into consideration relevant law, regulations and professional requirements and ethical standards for auditors and, if the Committee considers it appropriate, obtain a report on the external auditor's own internal quality control procedures;
  • assess, at the end of the audit cycle, the effectiveness of the audit process;
  • review the external auditor's management letter and any other material written or email communication from the external auditor and the management's response to these;
  • approve and monitor the policy relating to the hiring of personnel from the external auditor;
  • consider any significant items of discussion between external audit and senior management and external audit and the Chair since the last Committee meeting;
  • review annually the policy on the engagement of the external auditor to supply non-audit services and report to the Board on the nature and extent of non-audit services supplied by the external auditor, identifying any matters in respect of which action or improvement is needed and making recommendations as to the steps to be taken;
  • discuss with the external auditor, before the audit commences, the nature and scope of the audit, the auditor’s quality control procedures and steps taken by the auditor to respond to changes in regulatory and other requirements; and
  • meet the external auditor at least once a year, without management being present, to discuss their remit and any issues arising from the audit.

Responsibilities: Risk Management, Internal Control and Compliance

The Committee shall review the effectiveness of systems for risk management, internal control and compliance, including a periodic review of:

  • the Group’s policies and process for the identification, assessment and management of risk;
  • the Group Risk Framework including reports on the Group's risk profile and related internal controls;
  • all significant issues reported to it by the Chair of the Risk and Finance Committee;
  • the Group's regulatory reporting activities and Compliance functions, supported by appropriate report as may be requested by the Committee which should include an annual presentation by the Head of Compliance & Regulatory;
  • the Money Laundering Reporting Officer’s annual report including the adequacy and effectiveness of the Company’s anti-money laundering systems and controls;
  • the Group's arrangements for its staff to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters, where there have been material changes to such arrangements. These arrangements should allow proportionate and independent investigation of such matters and appropriate follow up action; and
  • management's follow-up of risk management and compliance failures and consideration of whether any are relevant to the remuneration of individuals, or groups of staff.

The Committee shall, on behalf of the Board, ensure that a robust assessment of the principal risks facing the Company has been undertaken (including those risks that would threaten its business model, future performance, solvency or liquidity) and advise on the management and mitigation of these risks.

The Committee shall report to the Board on how, taking into account the Company’s position and principal risks, the Company’s prospects have been assessed, over what period and why the period is regarded as appropriate. The Committee shall also advise on whether there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the said period, drawing attention to any qualifications and assumptions as necessary.

In relation to the Board’s obligations under the UK Corporate Governance Code, the Committee shall monitor and, at least annually, carry out a review of the effectiveness of the Group’s risk management and internal controls systems and report its conclusions and recommendations to the Board. The review shall cover all material controls, including financial, operational and compliance controls, risk management systems and internal controls over financial reporting.

The Committee shall:

  • consider whether any current or future risks may be relevant to remuneration of Man staff;
  • consider other relevant risk or internal control topics, as and when required by the Board or requested by the Remuneration Committee; and
  • be consulted on and give input into the remuneration of and the appointment or dismissal of the Chief Risk Officer.

Responsibilities: Internal Audit

The Committee shall:

  • review annually the remit and effectiveness of Internal Audit function including the Internal Audit Plan and Internal Audit Charter and assess whether the Internal Audit function is adequately resourced and has appropriate standing within the Group. This review is to be supported by a report from external/independent consultants at least every three years;
  • review promptly all significant internal audit recommendations and findings;
  • consider management's response to and progress in addressing Internal Audit recommendations and findings;
  • consider whether any individual control finding or the control environment within a particular business area is a matter relevant to the remuneration of individuals, or groups of staff;
  • be consulted on and give input into the remuneration of and the appointment or dismissal of the outsourced Internal Audit provider;
  • oversee the co-ordination of internal and external audit activities; and
  • meet the Head of Internal Audit at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out.

Reporting procedures

The Secretary of the Committee shall circulate the minutes of meetings of the Committee to the Chair of the Committee and all members of the Board.

Following each meeting, the Chair of the Committee shall report formally to the Board on its proceedings.

The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

The Chair of the Committee shall make reports formally to the Remuneration Committee ahead of the financial period end:

  • on the robustness of the risk control framework in place for the financial period;
  • to notify any risk items in the financial statements that may have an impact on the bonus compensation pool principles and calculation; and
  • to notify any risk or control matter relevant to the remuneration of individuals, or groups of staff.

The Chair of the Committee or, as a minimum, another member of the Committee, shall attend the Board meeting at which the accounts are approved.

The Committee shall prepare a report on its activities to be included in the Company’s annual report (the “Committee Report”). The Committee Report shall include:

  • details of the membership of the Committee, number of meetings held and attendance over the course of the year;
  • the significant issues that the Committee considered in relation to the financial statements and how these issues were addressed,
  • an explanation of how the Committee has assessed the effectiveness of the external audit process and the approach taken to the appointment or reappointment of the external auditor, information on the length of tenure of the current audit firm, the current audit partner’s tenure, when a tender was last conducted and advance notice of any retendering plans;
  • if the external auditors provide non-audit services, the Committee’s policy for approval of non-audit services and an explanation of how auditor objectivity and independence are safeguarded; and
  • an explanation of how the Committee has assessed the effectiveness of the Internal Audit process.

The Committee shall conduct an annual review of its effectiveness and recommend any necessary changes to the Board. An explanation of the how the Committee’s performance evaluation has been conducted shall be included in the Committee Report.

The Committee shall review, on an annual basis, these terms of reference and may recommend to the Board any changes it considers necessary.

The Chair of the Committee shall attend the Company's Annual General Meeting and shall answer any questions, through the Chairman of the Board, on the Committee's activities and its responsibilities.

Training

The Committee shall be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.

Non-Audit Services policy

Members of the Nomination Committee

Membership

  1. The Chair and members of the Committee shall be appointed by the Board.
  2. The Committee shall comprise the Chairman of the Board, the Senior Independent Director and the Chairmen of the Audit and Risk and Remuneration Committees. The Chair shall be the Chairman of the Board but he or she will not chair the Committee when it is dealing with the succession to the Chairmanship of the Board.
  3. The quorum for meetings shall be two members.

Attendees

  1. The Committee may invite the Chief Executive Officer to attend any meeting or any part of a meeting but he is not a member of the Committee.
  2. The Committee may request the advice, support and attendance of any other person to assist in their work.
  3. The Company Secretary or his/her nominee shall be Secretary of the Committee.

Role and responsibilities

  1. To evaluate and keep under review the size, structure and composition of the Board and make recommendations to the Board on any proposed changes, taking into account the challenges and opportunities facing the Company and the skills, knowledge, experience, independence and time commitment required.
  2. To consider and agree the knowledge, experience and competencies required for a particular Board appointment (executive and non-executive).
  3. To appoint and take advice from independent search consultants as appropriate on the search for and selection of candidates for Board appointments.
  4. To identify and recommend to the Board, against the agreed specification, candidates for Board appointments.
  5. To keep under review management development and succession planning for executive directors and other top management roles below Board level.
  6. To review and make recommendations to the Board on the reappointment of non-executive directors on the expiry of their term of office.
  7. To report on the description of the Committee’s activities and the process that it has followed in relation to Board appointments for inclusion in the Annual Report each year.
  8. To report to the Board on the proceedings of the Committee after each meeting and to make available to Board members the minutes of Committee meetings as appropriate.

Members of the Remuneration Committee

Membership

  1. The Chair and members of the Committee shall be appointed by the Board.
  2. The Committee shall consist of the Chairman of the Board, provided that he or she was still considered to be independent at the time of his/her appointment as Chairman of the Board, and at least three independent non-executive directors who do not perform any executive function within the Company. The Chairman of the Board may not chair the Committee and may not be counted as one of the three independent non-executive directors mentioned above.
  3. The quorum for meetings shall be two independent non-executive director members.

Attendees and meetings

  1. The Chief Executive Officer will attend all meetings unless asked to absent himself for particular items of business. The President and Chief Financial Officer will attend meetings only to present remuneration proposals which fall within their areas of responsibility or at the specific invitation of the Chairman.
  2. The Committee will be supported and advised by Man’s Reward team and the Committee’s external advisors who will attend meetings at the Chairman’s discretion. The Committee will receive reports from the Audit and Risk Committee as required and the Chief Risk Officer will be invited to attend when appropriate. The Committee may invite other members of Man staff to attend meetings as required.
  3. The Company Secretary or his/her nominee will act as Secretary to the Committee.
  4. The Committee will meet at least five times a year.

Roles and responsibilities

In carrying out the responsibilities listed below, the Committee shall have regard to all relevant legal and regulatory requirements including the principles and provisions of the UK Corporate Governance Code, the UKLA listing rules, the Financial Conduct Authority Remuneration Code and the Alternative Investment Fund Managers Remuneration Code of practice on remuneration policies. It will also take account of leading investor representative body guidelines and feedback from the Company’s major shareholders on the operation of the Company’s directors’ remuneration policy and practice.

  1. To determine and agree with the Board the Company’s remuneration philosophy and the principles and structure of its remuneration policy, ensuring that these are in line with the business strategy, objectives, risk appetite, values and long-term interests of the Company and comply with all regulatory requirements. These will be subject to annual review.
  2. To approve the process and methodology for determining the roles deemed to be Remuneration Code Staff roles under relevant rules and regulations, to agree those roles, to require that appropriate records of such Code Staff roles are maintained and to determine when the records should be reviewed.
  3. To review and assess the adequacy of the Company’s remuneration practices and proposed compensation awards in relation to the Board’s risk appetite statements, the regulatory remuneration principles that apply as well as other relevant guidance with the aim of ensuring that remuneration does not encourage excessive risk-taking, is determined within the Company's risk management and internal control framework and takes account of the Company’s business principles, culture and behavioural expectations, and the long-term interests of shareholders, fund investors and other stakeholders.
  4. To determine the principles for the calculation of and to approve management proposals for the quantum of the Group total variable compensation spend each year.
  5. To review the performance evaluations of the executive directors and determine, within the broad remuneration policy and in consultation with the Chairman and Chief Executive Officer as appropriate, the total annual compensation for individual executive directors (including salary, annual bonus, deferred awards and pension). No director shall be present during or participate in the discussion or approval of his or her own compensation.
  6. To have oversight of the performance evaluations for and to review and approve, within the broad remuneration policy, the total annual compensation package for Executive Committee members and Remuneration Code Staff (including salary, annual bonus and deferred awards).
  7. To have oversight of the performance evaluations and compensation proposals for staff whose total compensation exceeds $1m.
  8. To approve compensation guarantees above a level delegated to management as agreed by the Committee from time to time.
  9. To give due regard to the principles of equality and diversity when making recommendations and reaching decisions.
  10. To review and approve the terms of deferred bonus plans (share, fund product and cash) for staff.
  11. To review and recommend to the Board for approval the annual objectives for executive directors against which their performance for compensation purposes will be evaluated. No director will participate in the discussion or approval of his or her annual objectives.
  12. To approve the design of and determine the performance and vesting criteria attaching to share incentive plans for executive directors prior to recommendation to the Board and submission to shareholders for approval.
  13. To review the vesting criteria of share incentive plans for executive directors against the Company’s results each year and determine the extent to which these have been achieved.
  14. To determine the contractual termination terms for executive directors and approve any severance payments or arrangements.
  15. To recommend to the Board for approval the total compensation for the Chairman of the Board. The remuneration of the non-executive directors shall be a matter for the Chairman and the executive directors of the Board. The Chairman, if he is a member of the Committee, shall not be present during or participate in the discussion or approval of his own compensation.
  16. To select, appoint and set the terms of reference for any remuneration consultants used by the Committee and to obtain information on remuneration policy and practice in other comparable companies.
  17. To review and recommend to the Board the Directors’ Remuneration Policy and any changes thereto prior to submission to shareholders for approval and to review and recommend to the Board the Directors’ Remuneration Report for publication in the Annual Report each year in line with applicable statutory and regulatory disclosure requirements.
  18. To review feedback from shareholders on the Directors’ Remuneration Policy and Remuneration Report and to agree and oversee the Company’s ongoing engagement with investors on remuneration issues.
  19. To review and/or make decisions on any other matters referred to the Committee by the Board.
  20. To report to the Board on the proceedings of the Committee after each meeting and make available to Board members the minutes of Committee meetings where appropriate.

General

  1. The Committee may delegate certain authorities as it deems appropriate to the Chairman of the Committee or to a sub-committee consisting of the Chairman of the Committee plus one other member or, if the Chairman of the Committee is unavailable, the Chairman of the Board plus one other Committee member.
  2. Appropriate resources, including induction on appointment and subsequent technical and regulatory updates as required, shall be made available to Committee members to support the continuing development of the knowledge, skills and expertise they require to discharge their role.

Statement of Remuneration Principles

Our approach is intended to be equitable and robust against variable business conditions and timespans. As performance measurement and remuneration design continue to evolve we will keep these principles under continuous review to ensure that we are aligned with best practice and regulation. We remain open to continuing dialogue with our shareholders.

Statement of Remuneration Principles

Directors’ Remuneration Policy

Our Directors’ Remuneration Policy was approved by shareholders at our Annual General Meeting on 8 May 2015 and became effective as of that date.

Remuneration policy

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