Remuneration Committee

The main responsibilities of the Committee include:

To determine and agree with the Board the framework for the remuneration of the Chief Executive and such other members of the executive management as it is designated to consider. At a minimum, the committee has delegated responsibility for setting remuneration for all Executive Directors to maintain and assure their independence, the Company Secretary. The remuneration of Non-Executive Directors shall be a matter for the Chairman and Executive members of the Board. No Director or manager are involved in any decisions as to their own remuneration;

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 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, to 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 Code as well as the Listing Rules and associated guidance;

Be aware of and advise on any major changes in employee benefit structures throughout the Company or Group;

Agree the policy for authorising claims for expenses from the Chief Executive and Chairman; and

Be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the committee.