Looking at WH Smith's financial statement, you can see that director compensation includes base salary, benefits, bonuses, pension rights and share options (report WH Smith Annual, 2012). From 2009 to 2012, WH Smith's profits showed steady increases not only thanks to their successful business strategies, but also thanks to a good remuneration policy. From WH Smith's remuneration report, the UK Corporate Governance Code (2010) is strictly followed and based on the Companies Act 2006, large and medium-sized enterprises and group, as the remuneration committee has received advice from some firms professionals and establishes the political remuneration with several periodic meetings. The board of WH Smith consists of seven members in total, comprising 4 non-executive directors and 3 executive directors. Walker Boyd is the Chairman of the Board of Directors and also a non-executive director who has been a member of the Remuneration Committee since February 2010 following the resignation of Robert Walker. The chief executive officer (CEO) of the company is Kate Swann. She joined the board in November 2003 and will step down as CEO on 30 June 2013. Other board members are responsible for different parts of the company, but have served as non-executives and executives for no more than 10 years. This type of composition avoids the centralization of power, cliques and power struggles within an organization. In order to avoid violations of the Code and to attract, retain and motivate directors, the Committee collaborates with FIT Remuneration Consultants LLP ("FIT") and an independent law firm and draws up a reasonable remuneration policy.4.1 Remuneration Committee According to the Code of UK Corporate Governance (2010 ), it is suggested that listed companies...... middle of the paper ...... with a strong share price and some of them will get the organization with the worst conditions of company performance. This is when corporate governance brings the right direction for the organization by adopting best practices in deciding executive compensation to attract and motivate sufficiently, although to achieve a satisfactory result there is a long way to go, it requires time and effort. WH Smith's executive remuneration, particularly for the CEO, is considered appropriate because it is not only based on agency theory, but also considers the guidelines of the UK Corporate Governance Code (2010), which aims to attract, retain and motivate directors. In support of this argument, “high salaries in themselves are not evidence of inefficient contracts but may simply reflect the market for CEOs and the compensation needed to attract, retain and motivate talented individuals.” (Conion, M. 2006)