Terms of reference of the Remuneration Committee of the Board

           Adopted pursuant to a resolution of the Board Of Directors dated 9 December 2003

Name

Remuneration Committee.

Membership

  • The committee shall be appointed by the board. All members of the committee shall be independent non-executive directors of the company. The committee shall consist of not less than three members.
  • The chairman of the committee shall be appointed by the board from amongst the independent non-executive directors.

Quorum

2 members.

Secretary

Group Secretary.

Attendance at meetings

The chairman of the board, the CEO and other board members shall attend if invited by the committee.

Frequency and notice of meetings

  • Meetings shall be held not less than two times a year.
  • Notice of meeting shall not be required.

Authority

  • The committee is authorised by the board to:
    • investigate any activity within its terms of reference;
    • seek any information that it requires from any employee of the company and all employees are directed to cooperate with any request made by the committee; and
    • obtain outside legal or independent professional advice and such advisors may attend meetings as necessary.
  • In respect of any executive director to:
    • allot or appropriate shares in the company or to grant options in respect thereon under employee share schemes approved by the board; and
    • execute (whether under hand or under seal) and, subject to ensuring compliance with the provisions of the Companies Act 1985/2006:
      • service contracts;
      • termination agreements; and
      • ancillary documents relating to the employment of executive directors or the termination thereof.

The committee is not authorised to determine any matter relating to the remuneration of the non-executive directors, which matters shall be determined by the board.

Responsibilities

The responsibilities of the committee shall be to:

  • determine and agree with the board the framework or broad policy for the remuneration of the Chairman of the board, the executive directors and the first layer of management below board level;
  • determine targets for any performance-related pay schemes operated by the group;
  • determine the policy for and scope of pension arrangements for each executive director;
  • ensure that contractual terms on termination, and any payments made, are fair to the individual and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised;
  • within the terms of the agreed policy, determine the total individual remuneration package of each executive director including, where appropriate, bonuses, incentive payments and share options;
  • in determining such packages and arrangements, give due regard to the contents of The Combined Code on Corporate Governance ("the Code") as well as the UK Listing Authority's Listing Rules and associated guidance;
  • be aware of and advise on any major changes in employee benefit structures throughout the group;
  • ensure that provisions regarding disclosure of remuneration, including pensions, as set out in the Directors' Remuneration Report Regulations 2002 and the Code, are fulfilled;
  • establish the selection criteria, select, appoint and set the terms of reference for any remuneration consultants who advise the committee; and
  • through the chairman of the board, ensure that the company maintains contact as required with its principal shareholders about remuneration.

Reporting procedures

  • The secretary shall circulate the minutes of meetings of the committee to all members of the board, unless a conflict of interest exists.
  • The committee members shall conduct an annual review of their work and these terms of reference and make recommendations to the board.
  • The chairman shall attend the AGM and shall answer questions, through the chairman of the board, on the remuneration committee's activities and their responsibilities.