Remuneration Committee (“the Committee”)

1. Membership

The Committee shall be appointed by the Board and shall consist of not less than three members, all of whom should be independent non-executive directors.

The Board will also appoint the Committee Chairman and in the absence of the Chairman the remaining members present shall elect one of their number to chair the meeting.

The quorum shall be two members.

2. Attendance at meetings

Other directors of the Company shall not normally attend the meetings, nor shall they have the automatic right to attend. The Chairman of the meeting, at his discretion, may call upon any other person to attend as and when appropriate.

The Company Secretary shall act as Secretary to the Committee.

3. Frequency of meetings

Meetings shall be held as required to enable the Committee to fulfil its obligations to the Company.

4. Authority

The Committee is authorised to seek any information it reasonably requires from any employee of the Group in order to perform its duties.

The Committee is authorised to obtain, at the Company’s expense outside legal or other professional advice on any matters within its terms of reference.

5. Duties

The Committee shall:

5.1 determine the specific remuneration packages for the Chief Executive, the Chairman and the other executive directors. The remuneration of non-executive directors shall be a matter for the Chairman and the executive directors;

5.2 determine the specific remuneration packages for other executives earning a salary of £300,000 or over or any Code Staff;

5.3 consider the recruitment of any employee with a basic salary of £175,000 or more or with a basic salary plus guaranteed bonus of £175,000 or more or any Code Staff;

5.4 consider redundancy/severance payments in excess of the general or enhanced redundancy practices;

5.5 consider termination payments in excess of £50,000;

5.6 determine the size of the annual bonus pool;

5.7 approve the award of any annual bonus in excess of £100,000 or for any Code Staff;

5.8 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 such schemes;

5.9 approve the design of all share incentive plans for approval by the Board and shareholders and for such plans agree annually, the performance targets to be used, whether or not awards will be made and if so, the overall amounts of such awards and the individual awards to the executive directors and all other executives earning in excess of £300,000 and any Code Staff;

5.10 view the ongoing appropriateness and relevance of the remuneration policy;

5.11 oversee any major changes in employee benefit structures throughout the Group;

5.12 be responsible for setting terms of reference and for appointing any remuneration consultants who advise the Committee; and,

5.13 review and consider salaries and packages provided in competitor companies.

6. Reporting to the Board

Minutes of the Committee meetings shall be circulated to all members of the Committee and made available on request to all other members of the Board.

The Chairman of the Committee shall report formally to the Board on the Committee’s proceedings after each meeting.

7. Reporting to the shareholders

The Committee shall make a statement in the annual report detailing the Group’s remuneration policy and practices.

The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.

8. Performance

The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure that it is operating effectively and, if relevant, to recommend any changes necessary to the Board.