The Remuneration Committee

• xxx, Chairman of the Committee, Independent Non-Executive Director

• xxx, Independent Non-Executive Director

• xxx, Independent Non-Executive Director

The Committee members are Independent Non-Executive Directors and have no personal or financial interests, other than as shareholders, in the matters considered by the Committee.

The Committee operates within the remit delegated by the Board, which is set out in formal terms of reference. The remuneration of Non-Executive Directors is a matter for the Chairman and the Executive Directors. No Director or manager is involved in any decision regarding their own remuneration. A copy of the terms of reference is available here:

Neither the Executive Directors nor the Chairman attend other than by invitation of the Remuneration Committee and are not present at any discussion of their own remuneration.

The principal duties of the Remuneration Committee are to:

• recommend to the Board for approval overall Company remuneration policies, and the specific remuneration each year for all Directors and senior management, including bonuses, incentive payments and share options and awards;

• ensure Executive Directors and the senior management team are provided with appropriate incentives to encourage enhanced performance in a fair and reasonable manner;

• approve the design of, and determine targets for, any performance-related pay schemes;

• review the design of all share incentive plans for approval by the Board and, where appropriate, shareholders;

• determine whether awards will be made under any share incentive plans, including the size of the award and the performance targets to be used;

• determine the policy for pension arrangements for Executive Directors and certain senior managers;

• ensure that contractual terms on termination and any payments made are fair, that failure is not rewarded and that the duty to mitigate loss is fully recognised;

• consider applicable legislation, regulation, best practice guidance and recommendations, and developments on remuneration policy and remuneration reporting;

• review remuneration trends at individual subsidiaries and the Company as a whole, and oversee any major changes in employee benefit structures across the Company;

• select and appoint any remuneration consultants to advise the Committee, if required; and

• review the Committee’s performance, constitution and terms of reference to ensure it operates effectively and to recommend any changes to the Board for approval.

The Committee Chairman reports formally to the Board on the Committee’s proceedings after each meeting; ensures that an annual report of the Company’s remuneration policy and practices is published in the Company’s Annual Report and Accounts; and ensures each year that the Remuneration Committee Report, which contains the Directors’ remuneration, is put to shareholders for approval at the AGM.

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 and to obtain external professional advice at the Company’s expense.