Standard Chartered PLC (the Company) has approved updated Terms of Reference for its Remuneration Committee in February 2026, outlining a comprehensive framework for setting executive remuneration and aligning incentives with the Group’s strategic objectives.
The approved document states that the Committee is responsible for recommending the Directors’ Remuneration Policy to the Board for shareholder approval. It also establishes a governance structure to oversee remuneration frameworks across the Group, ensuring consistent alignment with culture, risk, control, and conduct management standards. The Committee must seek advice from the Board Risk Committee where relevant and determines how risk adjustment applies to incentive programs.
Under these Terms of Reference, the Committee will set and approve policies for workforce remuneration, including senior executives. It will monitor discretionary incentives, share plan design, and total incentive allocations. The Committee’s duties also include reviewing incentive award parameters, exercising discretion over vesting outcomes, and ensuring that remuneration arrangements support long-term sustainable success in line with the Group’s values.
Attention is given to Board and executive-level remuneration. The Committee will determine, among other elements, the overall market positioning of pay, post-employment shareholding requirements, and any termination arrangements. These decisions are made in consultation with relevant stakeholders while remaining compliant with regulatory requirements from authorities such as the Prudential Regulation Authority, the Financial Conduct Authority, and the UK Corporate Governance Code.
Membership of the Committee must consist of at least three independent Non-Executive Directors with the necessary expertise. The Committee will meet at least four times a year and can invite senior management or external advisers when needed. It will review its responsibilities annually, disclose its activities in the Company’s annual reports, and maintain open dialogue with shareholders, including engagement at the Annual General Meeting.
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