Directors' remuneration

65. Levels of remuneration of Directors should be sufficient to attract and retain Directors of appropriate quality, taking into account the nature, scale and complexity of the business of the Reporting Entity, and to provide effective direction and leadership to the Reporting Entity in managing its business and affairs successfully. In doing so, the Reporting Entity should avoid paying more than is necessary for this purpose.
66. The performance-related elements of remuneration should form an appropriate proportion of the total remuneration package of executive Directors and should be designed to promote the long term interests and viability of the Reporting Entity, to align their interests with those of Shareholders and other key stakeholders and to give these Directors appropriate incentives to perform at the highest levels.
67. Levels of remuneration for non-executive Directors should reflect the time commitment and responsibilities of their respective roles and the objectivity of judgement in the decision making required by them. In considering whether to grant Share options to non-executive Directors, a Reporting Entity should consider whether the granting of the Share options will impair the objectivity or independence of the non-executive Directors' decision making.
68. Generally, where non-executive Directors' remuneration includes Share options, rights resulting from the exercise of Share options should be subject to appropriate retention and vesting periods, generally until at least one year after the non-executive Director leaves the Board.
69. There should be a formal and transparent procedure for developing policies on executive remuneration and for fixing remuneration packages of individual Directors. No Director should decide his own remuneration, and ideally, all Directors' remuneration should be subject to recommendations of any internal remuneration committee, and otherwise upon the advice of an external consultant.