Remuneration Committee - Terms of Reference

1. Constitution & Membership

1. 1.1 The Board has resolved to establish a Committee of the Board to be known as the Remuneration Committee.
2. 1.2 The Committee, including its chairman, shall be appointed by the Board from amongst the non-executive Directors of the Company and shall consist of not less than four members. A quorum shall be three members (a majority of whom shall be independent). A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
3. 1.3 The Chairman of the Committee shall be an independent non executive director. The Chairman of the Board shall not be Chairman of the Committee.
4. 1.4 In the absence of the Committee Chairman and / or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting.
5. 1.5 No director shall be present when his own remuneration is discussed.
6. 1.6 Only members of the Committee have the right to attend Committee meetings. However, other individuals, such as the Chief Executive shall be invited to attend meetings to discuss the performance of the executive directors and make proposals as necessary. The People Director and external advisers may also be invited to attend for all or part of any meeting.
7. 1.7 The Company Secretary (or their designee) shall be the Secretary of the Committee.
8. 1.8 Appointments to the Committee shall be for a period of up to three years, which may be extended for two further three-year periods, provided the director remains non-executive.

2. Frequency of Meetings

1. 2.1 Meetings will be held not less than twice a year and otherwise if the Chairman of the Committee deems necessary.

3. Duties

1. 3.1 Determine and agree with the Board the framework / broad policy for the remuneration of the company's Chairman, Chief Executive, and the executive directors.
2. 3.2 In determining such policy, take into account all factors which it deems necessary. The objective of such policy shall be to ensure that executive directors of the company are provided with appropriate incentives to encourage enhanced performance and, in a fair and responsible manner, rewarded for their individual contributions to the success of the company.
3. 3.3 Review the ongoing appropriateness and relevance of the remuneration policy.
4. 3.4 Approve the design of, and determine targets for, any performance related pay schemes operated by the company and approve the total annual payments made under any such schemes.
5. 3.5 Determine the policy for, and scope of, pension arrangements for each executive director.
6. 3.6 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.
7. 3.7 Within the terms of the agreed policy and in consultation with the Chairman and / or Chief Executive as appropriate, determine the total individual remuneration package of each executive director, including bonuses and other incentive payments. In doing so, the Committee shall be assisted by the provision of a line of sight of the remuneration packages of those occupying grades directly beneath the executive directors.
8. 3.8 In determining such packages and arrangements, give due regard to any relevant legal requirements, those provisions and recommendations in the Combined Code and the UK Listing Authority's Listing Rules and associated guidance as deemed appropriate.
9. 3.9 Review and note annually, or more frequently if required, the remuneration trends across the company.
10. 3.10 Review benefit levels and ensure they are appropriate and market competitive.
11. 3.11 Oversee any major changes in employee benefit structures throughout the company.
12. 3.12 Ensure that all provisions regarding disclosure of remuneration including pensions, as set out in the Directors' Remuneration Report Regulations 2002, and the Combined Code are fulfilled.
13. 3.13 Be exclusively responsible for establishing the selection criteria, selecting, appointing, and setting the terms of reference for any remuneration consultants who advise the Committee: and to obtain reliable, up to date information about remuneration in other companies. The Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations.

4. Reporting Responsibilities

1. 4.1 Agenda and papers for meetings will be circulated by the Company Secretary at least five days before the meeting.
2. 4.2 The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
3. 4.3 Minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board, unless a conflict of interest exists.
4. 4.4 The Committee shall produce an annual report of the company's remuneration policy and practices which shall form part of the company's Annual Report and make recommendations to the Board on an annual basis as to whether the circumstances are such that shareholders should be invited to approve the policy set out in the Board's remuneration report at the Company's AGM.
5. 4.5 The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval

5. Authority

1. 5.1 The Committee is authorised by the Board to seek any information it requires from any employee of the company in order to perform its duties.
2. 5.2 In connection with its duties the Committee is authorised by the Board to obtain, at the company's expense, any outside legal or other professional advice.

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