THE UNITE GROUP PLC Annual Report and Accounts 2024 127 ANNUAL REPORT ON REMUNERATION COMMITTEE MEMBERSHIP IN 2024 The Committee’s terms of reference are set out on the Company’s website. As of 31 December 2024, the Remuneration Committee comprised four independent Non-Executive Directors. • Nicky Dulieu (Chair) • Ross Paterson • Dame Shirley Pearce • Professor Sir Steve Smith. Certain Executives, including Joe Lister and Amy Round (Group People Director), are invited to attend meetings of the Committee, and the Company Secretary, Christopher Szpojnarowicz, acts as secretary to the Committee. Richard Huntingford and Thomas Jackson are also invited to attend meetings. No individuals are involved in decisions relating to their own remuneration. The Remuneration Committee convened four times during the year and details of members’ attendance at meetings are provided on page 93. Key activities of the Remuneration Committee in 2024 included: • Reviewed the Executive Directors’ performance against 2021 LTIP targets and approved final vesting • Approved the Remuneration Report for 2023 • Determined the Executive Directors’ bonus and LTIP performance targets for 2024 in line with the strategic plan and approved grant of awards under the LTIP in April 2024 • Continued to monitor remuneration market trends and corporate governance developments • Reviewed the CEO pay ratio and gender pay data and disclosures • Reviewed the Remuneration Policy and conducted shareholder consultations on the proposed changes • Considered feedback from the Culture Matters forum • Reviewed the fee payable to the Board Chair • Commenced preparation of the 2024 DRR. ADVISORS Ellason LLP was appointed as the independent remuneration advisor to the Committee effective 1 January 2021 and retained during the year. The Committee undertakes due diligence periodically to ensure that Ellason is independent and that the advice provided is impartial and objective. During 2024, Ellason provided independent advice including support on the review of the Remuneration Policy and consultation, updates on the external remuneration environment, performance testing for long-term incentive plans and Directors’ Remuneration Report drafting support. Ellason reports directly to the Chair of the Remuneration Committee and does not advise the Company on any other issues. Their total fees for the provision of remuneration services to the Committee in 2024 were £37,538 (2023: £42,823) on the basis of time and materials. Ellason is member and signatory of the Code of Conduct for Remuneration Consultants, details of which can be found at www.remunerationconsultantsgroup.com. None of the individual Directors have a personal connection with Ellason. SUMMARY OF SHAREHOLDER VOTING AT AGMS The 2023 Annual Report on Remuneration was approved at the 2024 AGM with 95.02% votes for and 4.98% against with 2,350,322 votes withheld. The Directors’ Remuneration Policy was approved at the 2022 AGM with 97.83% votes for and 2.17% against with 1,761,682 votes withheld. The following section provides details of how Unite Group’s Remuneration Policy was implemented during the financial year ended 31 December 2024 and how the new Policy will be implemented in 2025.
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