Remuneration and Management Development Committee

Policy & Guidelines Terms of Reference

Constitution

The Board hereby resolves to establish a committee of the Board, to be known as the Remuneration and Management Development Committee (“the Committee”).

Membership

2.1 The Committee shall be appointed by the Board. All members of the Committee shall be non-executive directors of the Company. The Committeeshall consist of not less than three members. Two members shall comprise a quorum at any meeting of the Committee.

2.2 The Chairman of the Committee shall be appointed by the Board from amongst the independent non-executive directors.

Attendance at Meetings

3.1 Members of the Remuneration and Management Development Committee and others by invitation.

3.2 The Company Secretary shall be secretary to the Committee.

Attendance at Meetings

4.1 Meetings shall be held not less than twice each year and, where appropriate, shall coincide with key dates in the Company’s financial reporting cycle.

4.2 Additional meetings shall be held as required, and any member of the Committee may request a meeting if they consider that one is necessary.

Authority

The Committee is authorised by the Board: -

• To investigate any activity within its terms of reference.
  
• To seek any information that it requires from any employee (and all employees are directed to co-operate with any request made by the Committee).
  
• To employ the services of any external remuneration consultant or other professional adviser as it things fit, and may invite any of such persons to attend such meetings of the Committee as it consider appropriate.
  
• To obtain external legal or other independent professional advice and request advisers to attend meetings as necessary.

Responsibilities

The responsibilities of the Committee shall be:

(i) Remuneration

• To determine and agree with the Board the framework or Board Policy for remuneration of the Chief Executive, Chairman of the company and such other members of the executive management as it is designated to consider.
• To recommend to the Group Board the remuneration for all executive directors and Company Chairman. The Company Chairman will absent himselfwhen his remuneration is discussed. It is for the Group Board to ratify the recommendations of the Remuneration Committee.
• To determine targets for any performance-related pay schemes operated by the Company.
• To determine the policy for and scope of pension arrangements for each executive director.
• To ensure the 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 agreed policy, to determine the total individual remuneration package of each executive director including, where appropriate, bonuses, incentive payments, share options and any fringe benefits.
  
• In determining such packages and severance arrangements, to give due regard to the contents of the Combined Code as well as the UK Listing Authority’s Listing Rules and associated guidance.
• To be aware of and advise on any major changes in employee benefit structures throughout the Company or Group.
• To agree the policy for authorising claims for expenses from the Chief Executive and the Chairman.
• To ensure the provisions regarding disclosure of remuneration, including pensions, as set out in the Directors’ Report Regulations 2002 (SI2002/1986) and the Code are fulfilled.
• To consult the Chairman and/or Chief Executive about its proposals relating to the remuneration of other directors.
• To consider other topics and issued as defined by the Board.

(ii) Management Development

• Keep under review, with the Chief Executive, the management development and succession arrangements for all senior executive appointments within the Group.
• Receive and consider reports on the identification and career planning in respect of senior executives judged to have potential for Board appointment and ensure the planned development of people so identified.
• Decide applications by full-time directors and executives who wish to accept directorships outside the Group.

Reporting Procedures

7.1 Information regarding individual directors shall first be
transmitted to the individual concerned via the Chairman of the Board
and Chief Executive.

7.2 The Secretary shall circulate the minutes of the meeting of the Committee to all members of the Group Board.

7.3 The Chairman of the Committee, or in his absence, another member of the Committee, shall attend the Board Meeting at which the annual accounts and reports are approved.

7.4 The Committee’s responsibilities and activities during the year shall be disclosed in the Annual Report and Accounts.

7.5 The Chairman of the Committee or in their absence another member of the Committee, shall attend the Annual General Meeting and answer questions, through the Chairman of the Board, on the Committee’s responsibilities and activities.

Self-Assessment and Appraisal

The Committee shall conduct an annual review of its work and terms of reference, and an annual assessment of its own effectiveness and make recommendations to the Board.