Remuneration Disclosure 2011

Purpose and role

The Board of NBGI Private Equity Limited has established a committee of the Board known as the HR Committee (the “Committee”).

The purpose of the Committee is to provide support to the Board in maintaining an effective HR function and remuneration management process.

The Terms of Reference for the Committee outlined below are defined by the Board and may be amended by the Board at any time.

Overall responsibility of the HR Committee

The Committee is responsible for identifying, managing, monitoring and reporting HR related matters to the Board and for providing advice on matters relating to HR and remuneration issues.

Appointment and membership

The Board is responsible for the appointment of members to the HR Committee, for setting the term of members’ appointments and for the revocation of any such appointments.  A list of current members of the Committee is appended.

Quorum

The HR Committee shall comprise not less than three Members.

All members of the Committee shall be advised of the business to be transacted at any meeting even if they are unable to be present.

The Chairman of the Committee shall be a Non-Executive Director. No one other than members of the Committee is entitled to be present at Committee meetings. The Chief Executive Officer and Senior HR Manager will not be in attendance when issues regarding their own Remuneration are discussed.

Frequency of meetings

Meetings of the HR Committee shall be held as necessary but not less than three times a year and at such other times as the Chairman of the Committee shall require.

Authority

The HR Committee is authorised by the Board to obtain legal, HR or other professional advice from both inside and outside the Group as and when required, at the Company’s expense, and to appoint and secure the attendance of external consultants and advisors if it considers this beneficial.

Duties of the HR Committee

The Committee shall:

Determine and agree the broad policy for the Remuneration of the Board Executive Directors, the Chairman and other members of the executive management and employees referred to below;

Have delegated authority to set individual Remuneration arrangements for the Company Chairman, the Chief Executive Officer and other Board Executive Directors;

Recommend and monitor and note the level and structure of Remuneration for all employees

In determining Remuneration for those referred to above, the Committee shall review and agree

- overall market positioning of the Remuneration package;

- new hire Remuneration packages;

- individual base salaries and increases;

- annual and long-term incentive/bonus arrangements, and set the relevant targets for performance related schemes;

- pension arrangements.

The Committee shall consider the achievement of the performance conditions under annual and long terms incentive / bonus arrangements.

Minutes of the Meetings

The minutes of the meetings shall be circulated to all members of the Committee.

Membership of the Board

A list of current members of the HR Committee is as follows:

• John North, Non Executive Director - HR Committee Chairman
• Pavlos Stellakis, CEO
• Isobel Hammond, Senior HR Manager

 Information on the link between pay and performance

1. attracting, retaining and leveraging officers and employees of the highest professional, educational and moral calibre – qualities which generate added value for the Firm;
2. motivating and encouraging its staff, so as to optimize individual and collective work-related performance;
3. consolidating a culture of objective evaluation of endeavour and reward for performance;
4. ensuring consistency between remuneration and the Firm’s business strategy, risk policy, values and long-term targets, an objective that has been highlighted also in the Taylor report issued by the FSA, and which may become in some form part of the financial industry’s regulatory context;
5. ensuring transparency and direct access by staff to the key parameters that determine their remuneration:
6. Ensuring that there is no conflict between the remuneration of NBGIPE’ employees and the firm’s duties to the private equity funds and their investors.

 Payment of bonuses

1. When significant bonuses are awarded, emphasis must be placed on effecting payment not by means of a pure up-front cash payment, but rather by alternative means (such as shares) and in instalments (Deferred Bonus Pool), to take into consideration performance and risks linked to such performance over a longer time horizon.
2. Bonuses can, if necessary, be cancelled, withdrawn or returned to the Firm, in the event that irregular or unethical acts are identified, subject to such acts falling under the definition of a breach of contract for misconduct and to the provisions of labour legislation.
3. The Firm has the option to suspend payment of a bonus, entirely or in part, particularly when economic or regulatory indicators do not favour such payment. 

Aggregate quantitative information for Code staff within NBGI Private Equity 2011.

£2,372,174

Aggregate quantitative information on remuneration total for NBGI Private Equity 2011

£6,182,444