1.
Constitution
The Committee has been established by resolution of the Board and is to be known as the Remuneration Committee.
2.1
The members of the Remuneration Committee shall be appointed by the Board from amongst the directors
of the Company and shall consist of not less than two members. The members of the Remuneration Committee shall be independent,
non-executive directors of the Company. A quorum shall be two members present and voting on the matter for decision.
2.2
The Board shall appoint the chairman of the Remuneration Committee.
2.3
The Company Secretary shall act as the secretary of the Committee.
3.
Frequency of Meetings
Meetings shall be held at such times as the Committee deems appropriate and in any event shall not be held less than once a year. The
chairman of the Company may request a meeting if he or she reasonably considers that one is necessary.
4.1
The Remunneration Committee is authorized by the Board at the expense of the Company to investigate
any matter within its term of reference. It is authorized to seek any information it requires from any employee and
all employees are directed to co-operate with any requests made by the Remuneration Committee.
4.2
The Remuneration Committee is authorized by the Board at the expense of the Company to obtain outside professional
advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.
It is envisaged that in obtaining outside advice the Committee will act with the knowledge and approval of the Chairman
and Chief Executive of the Company.
5.
Purpose
The purpose of the Remuneration Committee is:
5.1
to ensure that the executive directors of the company and other senior executives are fairly, but
responsibly, rewarded for their individual contribution to the overall performance of the Company;
5.2
to demonstrate to the shareholders of the Company that the remuneration of the executive directors of the Company
and other senior executives of the group ("the executives") is set by a committee of the Board whose members have no
personal interest in the outcome of the decisions of the Remuneration Committee and who will have due regard to the
interests of shareholders; and
5.3
to make recommendations to the Board on the Company's framework of executive remuneration and its cost.
6.
Duties
Subject to paragraph 5 above and to section B of the Combined Code, the Remuneration Committee shall be responsible for all
elements of the remuneration of the executives and the duties of the Remuneration Committee shall be:
6.1
to consider the basic salary paid to the executives and any recommendations made by the Chief Executive of the Company for changes to that basic salary;
6.2
to consider any bonuses to be paid to the executives and, in respect of any element of remuneration of an executive which is performance-related, to formulate suitable performance-related criteria and monitor their operation, and to consider any recommendations of the Chief Executive of the Company regarding bonuses or performance-related remuneration;
6.3
having regard to Schedule A of the Combined Code, to advise on and determine all performance-related formulae relevant to the remuneration of the directors of the Company and to consider the eligibility of directors for annual bonuses and benefits under long-term incentive schemes;
6.4
to decide upon all aspects of share option schemes operated by the Company, including but not limited to (subject always to the rules of the schemes and any applicable legal and Stock Exchange requirements):
- the selection of those eligible directors and employees of the group to whom options should be granted;
- the timing of any grant;
- the numbers of shares over which options are to be granted;
- the exercise price at which options are to be granted; and
- the imposition of any objective condition which must be complied with before any option can be exercised.
6.5
to have regard, in the performance of the duties set out in this clause, to any published guidelines or recommendations regarding the remuneration of directors of quoted companies and the formation and operation of share option schemes which the Remuneration Committee considers relevant or appropriate;
6.6
to consider and make recommendations to the directors of the company concerning disclosure of the detail of remuneration packages and structures;
6.7
to consider other benefits granted to the executives and any recommendation of the chairman for changes in those benefits;
6.8
to consider the pension arrangements applicable to the executives;
6.9
to consider an make recommendations in respect of any other terms of the service contracts of the executives and any proposed changes to these contracts;
6.10
to consider other matters relating to the remuneration of or terms of employment applicable to the executives and referred to the Remuneration Committee by the Board;
6.11
to assist the Board in drafting an annual report of the Company's remuneration policy which will form part of the Company's annual report and accounts;
7.
Exclusions
The terms of reference of the Remuneration Committee do not encompass decisions to employ or dismiss executives.
The Remuneration Committee does not have responsibility for nominations to the Board.
8.
Shareholders
The Chairman of the Remuneration Committee shall be available at the Annual General Meeting to answer questions regarding
remuneration policy and practice. More generally, he or she should ensure that the company maintains good contact with shareholders
about remuneration in the same way as for other matters.
9.
Proceedings
Subject to paragraph 5 above and to section B of the Combined Code, the Remuneration Committee shall be responsible for all
elements of the remuneration of the executives and the duties of the Remuneration Committee shall be:
9.1
Unless varied by these terms of reference, meetings and proceedings of the Committee will be governed
by the Company's Articles of Association regulating the meetings and proceedings of directors.
9.2
Except under exceptional circumstances, at least 48 hours' notice will be given of a meeting of the Committee. Such
notice will include the agenda and any supporting papers.
9.3
The Company Secretary shall circulate the minutes of the meetings of the Remuneration Committee to all members of the Board.
Adopted by the Board December 2003 (original version approved June 2001)
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