SPORTS DIRECT INTERNATIONAL PLC (THE COMPANY) TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS (THE COMMITTEE) Adopted by the board on 6 September 2017 Constitution 1. The Committee has been established by resolution of the board of directors of the Company (the Board) and is known as the Remuneration Committee. Its terms of reference replace the terms of reference of any pre-existing remuneration committee. Membership 2. The Committee, shall comprise not less than three members. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee and in consultation with the Chairman of the Remuneration Committee, from amongst the independent non-executive directors of the Company. In addition, the Chairman of the Board may be a member of the Committee if he was considered independent on appointment. Any member (other than the Chairman of the Board) who is determined no longer to be independent by the Board, shall resign from the Committee. The Committee Chairman shall be appointed by the Board but shall not be the Chairman of the Board. 3. With the exception of the Chairman of the Board, appointments to the Committee shall be for a period of up to three years and, unless otherwise agreed by the Board, may be extended by no more than two additional three-year periods, provided that the members continue to be independent. 4. Only members of the Committee have the right to attend committee meetings. However, other individuals such as the Chief Executive, the Head of Human Resources, and external advisers may be invited to attend for all or part of any meeting, as and when appropriate and necessary. Quorum 5. The quorum for meetings of the Committee shall be two (not including the Chairman of the Board). Secretary 6. The Company Secretary or his or her nominees shall act as the secretary of the Committee. 7. The Committee shall have access to the services of the Company s secretariat function on all Committee matters, including assisting the Committee Chairman in planning the Committee s work, drawing up meeting agendas, maintenance of minutes, drafting of material about its activities for the annual report, collection and distribution of information and provision of any necessary practical support. 1
Training 8. The Committee shall be provided with appropriate and timely training both in the form of an induction programme for new members and on an ongoing basis for all members. Meetings 9. The Committee shall meet at least twice a year and otherwise as required and report to the meeting of the Board next following a meeting of the Committee. 10. Subject as provided in Clause 12 any director of the Company shall have the right, by invitation, to attend and speak but not to vote at any meeting of the Committee. 11. The Chairman of the Board shall not participate at a meeting of the Committee (or during the relevant part) at which any part of his remuneration is being discussed or participate in any recommendation or decision concerning his remuneration. 12. No executive director of the Company shall participate at a meeting of the Committee (or during the relevant part) at which any part of his remuneration is being discussed or participate in any recommendation or decision concerning his remuneration. Notice of Meetings 13. Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of any of its members. 14. Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of the items to be discussed, shall be forwarded to each member of the Committee, any other person required to attend, no later than two working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time. Notices, agendas and supporting papers may be sent in electronic form. Minutes of meetings 15. The Secretary shall minute the proceedings and the resolutions of all Committee meetings, including the names of those present and in attendance. Minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board, unless in the opinion of the Committee it would be inappropriate to do so. Reporting Responsibilities 16. The Committee Chairman shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed. 2
17. The Committee shall ensure that provisions regarding disclosure of information, including pensions, as set out in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and the UK Corporate Governance Code, are fulfilled and produce a report of the Company s remuneration policy and practices to be included in the Company s annual report and ensure each year that it is put to shareholders for approval at the Company s Annual General Meeting. If the Committee has appointed remuneration consultants, the annual report of the Company s remuneration policy should identify such consultants and state whether they have any other connection with the Company. 18. The Committee shall, through the Chairman of the Board, ensure that the Company maintains contact as required with its principal shareholders about remuneration. Annual General Meeting 19. The Committee Chairman shall attend the Annual General Meeting to respond to any shareholder questions on the Committee s activities. Authority 20. The Committee is authorised by the Board to: (a) (b) investigate and undertake any activity within its terms of reference; and seek any information it properly requires from any employee of the Company or of any subsidiary company in order to perform its duties and all employees are directed by the Board to co-operate with any request made by the Committee. 21. If the Committee considers it necessary so to do, it is authorised to obtain appropriate external advice to assist it in the performance of its duties and to secure the services of outsiders with relevant experience and expertise and to invite those persons to attend at meetings of the Committee. The cost of obtaining any advice or services shall be paid by the Company within the limits as authorised by the Board. Duties 22. The duties of the Committee shall be: (a) (b) to have responsibility for setting the remuneration policy for all executive directors, the Chairman of the Board and the Company Secretary (the Executive Group ) including pension rights and any compensation payments. The Board itself or, where required by the Articles of Association, the shareholders, should determine the remuneration of the non-executive directors within the limits set in the Articles of Association. No director or senior manager shall be involved in any decisions as to their own remuneration; to take into account all factors deemed necessary including relevant legal and regulatory requirements, the provisions and recommendations of the UK Corporate Governance Code and associated guidance, when determining the 3
remuneration policy. The objective of such policy shall be to attract, retain and motivate executive management of the quality required to run the Company successfully without paying more than necessary, having regard to the views of shareholders and other stakeholders. The remuneration policy should have regard to the risk appetite of the Company and alignment to the Company s long term strategic goals. A significant proportion of remuneration should be structured so as to link rewards to corporate and individual performance and designed to promote the long-term success of the company; (c) (d) (e) (f) (g) (h) (i) (j) to review the ongoing appropriateness and relevance of the remuneration policy; when setting remuneration policy for directors, review and have regard to pay and employment conditions across the group, especially when determining annual pay increases; to monitor and recommend to the Board the structure for remuneration of senior management below Board level; within the terms of the agreed policy and in consultation with the Chairman of the Board and/or Chief Executive as appropriate to consider and determine the total individual remuneration package of the Executive Group and the Chairman of the Board including bonuses incentive payments and share options or other share awards; to obtain reliable, up-to-date information about remuneration in other companies of comparable scale and complexity. To help it fulfil its obligations the Committee shall have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary, within any budgetary restraints imposed by the Board; Approve the design of, and determine targets for, any performance- related pay schemes operated by the Company and approve the total annual payments made under such schemes (in accordance with the provisions in Schedule A of the UK Corporate Governance Code). Review the design of all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors, the Company Secretary and other designated senior executives and the performance targets to be used; determine the policy for and scope of, pension arrangements for the Executive Group; in respect of any element of remuneration of the Executive Group which is performance-related, to formulate suitable performance-related criteria and monitor their operation; 4
(k) (l) (m) (n) (o) (p) to consider and determine other provisions of the service agreements of the Executive Group (in particular the term, any notice period and compensation commitment on early termination); to ensure that contractual terms on termination, and any payments made are fair to both the Company and the individual, that the duty to mitigate is fully recognised and that failure is not rewarded; to work and liaise as necessary with all other board committees; to agree the policy for authorising claims for expenses from the Directors; to review and administer all aspects of any share scheme operated by or to be established by the Company (subject always to the rules of that scheme and any applicable legal and stock exchange requirements) determining each year whether awards are made and, if so, the overall amount of such awards; and the selection of those eligible directors and employees of the Company and its subsidiary companies to whom options should be granted; to have regard in the performance of the duties set out in this Clause 22 to any published guidelines or recommendations regarding the remuneration of directors of listed companies and formation and operation of share schemes including but not limited to the provisions of the UK Corporate Governance Code, the requirements of the UK Listing Authority s Listing, Prospectus and Disclosure and Transparency Rules as well as guidelines published by the Association of British Insurers and the National Association of Pension Funds and any other applicable rules, as appropriate; (q ) to review and be aware of and advise on any major changes in employee benefit structures throughout the Company or Group and to review and note annually, remuneration trends across the Company or Group; (r) (s) (t) (u) to consider and make recommendations to the directors of the Company concerning disclosure of details of remuneration packages and structures in addition to those required by law or by the UK Listing Authority or the London Stock Exchange; be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee and considering any other connection that they may have with the Company; to consider any other matters as may be requested by the Board; and to make available its terms of reference and review annually those terms of reference and its own effectiveness and recommend any necessary changes to the Board for approval. 23. The Committee shall be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members. 5
24. The terms of reference of the Committee do not encompass decisions to employ or dismiss members of the Executive Group. The Committee does not have responsibility for nominations to the Board. 6