Compensation Committee Agenda

When to use this

Comp committees are predictable in their annual cycle (cycle pay review, set bonus targets, validate scheme outcomes) but unforgiving when one step is missed. This agenda makes the cycle visible.

What’s included

• Standing items
• Annual cycle (typical timing — adjust to fiscal year)
• Sensitivities to flag
• Outputs

What to customise before you use it

• Replace Date with your real meeting, project, or stakeholder details.
• Replace Name with your real meeting, project, or stakeholder details.

# Compensation Committee — Agenda

**Date:** [Date]   **Chair:** [Name]   **In attendance:** CEO (for context, not for own item)

## Standing items
1. Apologies, quorum, declarations of interest
2. Minutes of previous meeting and matters arising
3. Update on external pay market trends from advisors
4. Headcount and pay-bill update from CFO
5. Any ad hoc compensation cases since last meeting

## Annual cycle (typical timing — adjust to fiscal year)
| Quarter | Items |
|---------|-------|
| Q1 | Set CEO and exec performance metrics for the year |
|    | Set company-wide bonus pool target |
|    | Approve annual pay review budget |
| Q2 | Mid-year review of bonus accrual |
|    | Salary review outcomes signed off |
| Q3 | Refresh of CEO pay benchmark |
|    | LTIP / share scheme grant decisions |
| Q4 | Year-end performance assessment of CEO and execs |
|    | Bonus determinations |
|    | Draft remuneration report for AGM |

## Sensitivities to flag
- Any items where a director is conflicted
- External signal-sensitivity (e.g. CEO pay vs broader employee pay)
- Shareholder consultation requirements

## Outputs
- Recommendations to the board (with rationale)
- Annual remuneration report content for the AGM
- Confidential minutes — separate distribution list