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Directors remuneration

Remuneration committee

1.1 Remuneration committee

The role of the remuneration committee – to have an appropriate
reward policy that attracts, retains and motivates directors to achieve
the long-term interests of shareholders.

1.2 Objectives of the committee

 the committee is, and is seen to be, independent with access to its own external
advice or consultants.

 has a clear policy on remuneration that is well understood and has the support
of shareholders.

 performance packages produced are aligned with long-term shareholder
interests and have challenging targets.

 reporting is a clear, concise view of policy payments and the rationale behind
them.

1.3 Responsibilities of the remuneration committee

 determine and regularly review the framework, broad policy and specific terms
for the remuneration, terms and conditions of employment of the chairman,
board and executive directors – including design of targets and any bonus
scheme payments

 recommend and monitor the level and structure of the remuneration of senior
managers

 establish pension provision policy for all board members

 set detailed remuneration for all executive directors and the chairman

 ensure that the executive directors and key management are fairly rewarded

 the remuneration of the executive directors and key management is set by
individuals with no personal interest

 agree any compensation for loss of office of any executive director

 ensure that provisions regarding disclosure of remuneration, including pensions,
as set out in the Directors’ Remuneration Report Regulations 2002 and the
Code, are fulfilled.

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