Remuneration Committee

Other Members:
Alexander Anton

Meetings regularly attended by invitation by:
Geoffrey Wilding, Executive Chairman

The Committee receives material assistance from advice given by the Non-executive Directors of the Group's Australian subsidiary: M W Oakley and M J Davies.

How often does the Committee meet?
The Committee meets at least twice a year to review and determine the remuneration of the Executive Directors and the directors of subsidiary companies.

What are the main responsibilities of the Remuneration Committee?
The Committee's responsibilities are set out in its terms of reference, which include the following:

To determine and agree with the Board, the remuneration policy for the Group Managing Director, Chairman, Executive Directors and senior managers.
To review progress made against KPI targets and agree final performance-related bonus awards.
To review the design of share incentive plans for approval by the Board and shareholders and determine the annual award policy for Executive Directors and senior Executives under existing plans.
Within the terms of the agreed policy, determine the remainder of the remuneration packages (principally comprising salary and pension) for each Executive Director.
To review and note the remuneration trends across the Group.

What is the Directors' Remuneration Policy?
The Directors' Remuneration Policy is to ensure that remuneration is sufficiently attractive to attract, retain and motivate Executive Directors and directors of subsidiary companies of a calibre that meets the Group's needs to achieve its performance against financial objectives and relevant competitors.

Remuneration throughout the Group is designed to be competitive in the country of employment.

The Committee gives full consideration to the requirements in Schedule A to the Combined Code.

The current principal components of remuneration are:

Basic salary and benefits
Performance-related bonuses
Performance Share Plan (PSP)
Long Term Incentive Plan (LTIP)
Pensions