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Directors remuneration

2.2 Non-executive directors' remuneration

To avoid the situation where the remuneration committee (consisting of
NEDs) is solely responsible for determining the remuneration of the
NEDs, the UK Corporate Governance Code (2010) states that the
board and shareholders should determine the NED’s remuneration
within the limits set out in the company’s constitution.

 NED remuneration consists of a basic salary and non-executive
directors may receive share awards.

 Equity-based remuneration to non-executive directors should be
fully vested on the grant date, but still subject to applicable holding
periods.

 Performance measures remuneration whilst advocated in
executive remuneration packages is not generally supported for
non executive remuneration.

(NB Organisations such as the ICGN advocate that performance- based
remuneration for non-executive directors has significant potential to conflict with their
primary role as an independent representative of shareowners0

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