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Appointments
should be for a 
specified term
and reappointment should not be automatic. The 
board as a whole should decide on their nomination and selection. 
(d) 
Procedures should exist whereby non-executive directors may take 
independent advice
, at the 
company's expense if necessary. 
3.11 Remuneration, nomination, audit and risk committees 
Directors' remuneration should be set by a 
remuneration committee
consisting of independent non-
executive directors.
Remuneration should be dependent on 
organisation
and 
individual performance
. 
Accounts should disclose 
remuneration policy 
and (in detail) the 
packages of individual directors.
3.11.1 Need for guidance
Directors' being paid excessive salaries and bonuses has been seen as one of the major corporate abuses 
for a large number of years. It is thus inevitable that the corporate governance provisions have targeted it. 
The following are principles of what a good remuneration policy should involve. 

Directors' remuneration should be set by 
independent members
of the board.
 

Any form of bonus should be related to 
measurable performance
or enhanced shareholder value.
 

There should be 
full transparency of directors' remuneration
including pension rights in the 
annual accounts. 
3.11.2 Standing committees 
The term ‘standing committee’ refers to any committee that is a permanent feature within the 
organisation. In the context of corporate governance, it refers to committees made up of members of the 
board with specified duties. There are four committees usually appointed by public companies: 

Remuneration 
committee 

Audit 
committee 

Nominations 
committee 

Risk 
committee