TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE

Constitution

1.      The Board of Directors (“the Board”) hereby resolves to establish a committee of the Board to be known as the Remuneration Committee (“the Committee”).

Membership

2.   The Committee shall be appointed by the Board and shall consist of not less than two directors of the Board.  A quorum shall be two members. 

Attendance at meetings

4.   The Chief Executive may attend meetings of the Committee, except where matters relevant to his own remuneration are being discussed.

5.   The Committee may from time to time invite others to attend their meetings to advise on aspects of policy, to provide assessments of collective or individual performance, or to advise on aspects of the pay and benefits packages of individuals or the executive directors as a whole.  No director shall be concerned in any discussion relating to his own remuneration, benefits or fees.

Frequency of meetings

6.     The Committee shall meet not less than once yearly.  A quorum shall consist of the Chairman plus one other Committee member.  Attendance may be in person or by video conference call or telephone, provided that all persons participating in the meeting are able to hear and speak to each other throughout the meeting.

Purpose and responsibilities

7.     The purpose of the Committee is to make recommendations to the Board on the broad policy framework and overall costs of the remuneration of executive directors and when appropriate senior executives. When these matters have been decided and agreed by the Board, to determine the details of the pay, incentives and benefits packages of individual executive directors and when appropriate other senior executives.

8.       Decisions of the Committee shall be decided on a majority by those members in attendance, and shall be minuted.

9.       The Board shall report to shareholders annually. The Board’s Remuneration Report (“the Report”) shall be prepared by the Committee in line with the requirement of Schedule 7A to the Companies Act 1985 and, after approval by the Board, shall form part of, or be annexed to, the Company’s Annual Report and Accounts.

10.    Shareholders shall be invited to approve the Report by resolution at a General Meeting of the Company, and the Chairman of the Committee shall attend such General Meeting and, if called upon to do so, shall assist in answering questions put to the Board on any aspect of the Report.

11.    Shareholders shall be invited to approve the adoption of, or any significant amendment to, all share-based and cash-based incentive schemes where shareholders’ funds may be committed for more than one year ahead or which dilute the equity.

12.    In forming its policies and decisions the Committee shall give full consideration to The Combined Code, set out with The Listing Rules of the UK Listing Authority, and shall be sensitive to the wider scene, including the levels of pay and employment conditions elsewhere within and outside the Company.