Remuneration Committee role

Provides for unbiased, fair and appropriate Director remuneration.

The Remuneration Committee is tasked with reviewing and determining, on an annual basis, the level of fees payable to the Company’s Directors, with a view to ensuring the appropriate remuneration of the Board, while ensuring no Director determines their own remuneration.

The Committee has a key objective of maintaining a competitive remuneration model that attracts and retains high-calibre members. Remuneration is reflective of the amount and quality of contribution made by the Board members and is designed to ensure Directors are free of conflict and act in the best interests of the Company.

Remuneration Committee activity

During 2022 the Committee conducted a comprehensive review of remuneration. In performing the review, the Committee obtained an independent market study on director remuneration models and trends; performed a broader market study, using publicly available data; considered the results of Board effectiveness surveys conducted over the past two years; and considered the time committed and responsibilities carried by individual Board members.

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The Committee recommended to the Board that Director remuneration rates remain the same as agreed in 2022.

The Company’s cyclical meetings continue to be held quarterly, with meetings held over two days following preparatory pre-meetings with respective Directors. Additional meetings are held ahead of the release of quarterly valuations and the number of ad hoc meetings and meetings with the Manager have remained at the same cadence as in 2022. The Committee agreed to recommend to the Board that the fee rate should not increase from the fees agreed in 2022, and to continue to monitor to ensure compensation remains competitive.

Having considered the comprehensive review undertaken by the Committee in 2022, and taking into account the current market trends, it was recommended to the Board, and was approved that:

• Director remuneration would continue to be paid on a fixed fee basis with no increases to the rates attributed to each role agreed in the previous year;
• additional fees will continue to be paid to the Board Chair and Audit Committee Chair in recognition of the additional time commitment and responsibilities of those two roles; and
• in line with previous years, no fees will be paid to Directors who also hold executive management roles with Oakley Capital.

The Committee will continue to perform an annual assessment of Director remuneration.

On behalf of the Board.

Richard Lightowler
Chair of the Remuneration Committee