Chairman of the Remuneration Committee? Now What?

Remuneration expertise is not usually at the top of the list for filling board seats.  So many directors appointed to the chair role of the remuneration committee may feel at a loss.  To assist, we have prepared a job description below.  While very generic, we can only emphasise that if a remuneration committee chairman is not an expert in remuneration matters, make a lot of use of the last bullet point!

Basic Function of Remuneration Committee Chair
Presides at all meetings of the Committee.  Presents findings and recommendations to the Board in reviewing and deciding upon matters that exert major influence on the manner in which the company’s executives are paid.  Performs such duties as may be conferred by law or assigned by the full Board. 


  • Prepares agenda for and convenes and conducts regular and special meetings of the Committee.
  • Advises and gives counsel to other Board members of the corporation.
  • Reviews major activities and plans to ensure conformity with the Board’s views on corporate remuneration philosophy and policy.
  • May recommend directors for committee involvement.
  • Presents any proposed changes in major policies of the corporation for Board action.
  • Retains and works with outside consultants and other advisers when necessary.

© Guerdon Associates 2024
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