Terms of Reference - Remuneration Committee

1. Introduction

These terms of reference set out the terms on which a committee of the Board to be known as the Remuneration Committee ("Committee") shall be constituted and shall operate.

2. Membership

The Committee will comprise solely independent non-executive directors appointed by the Board who will normally serve for a period of not less than three years unless determined otherwise with the agreement of the Board. “Independent” for the purposes of these Terms of Reference shall have the same meaning as prescribed in the Combined Code on Corporate Governance (the “Code”).

The Committee shall comprise at least three members. The Chairman of the Committee and the other members of the Committee will be disclosed in the Company’s Annual Report and Accounts. Terms of Reference and membership of the Committee shall be made available to any persons upon request and shall also be included upon the Company’s corporate website.

In appointing the members to the Committee the Board will give due consideration to the Code.

The Chairman of the Committee shall be appointed by the Board. The Chairman of the Company shall not be the Chairman of the Committee.

The Company Secretary (or his/her nominee) shall act as Secretary to the Committee.

3. Frequency and Quorum

Meetings of the Committee will normally be held twice a year and at such other times as may be deemed by the Committee appropriate. A quorum of the Committee shall comprise two members present throughout the meeting.

4. Terms of Reference

Subject to the restrictions set out in paragraph 5 below, the role of the Committee will be to determine on behalf of the Board and shareholders and within these terms of reference the following:-

(a) specific remuneration packages for the Chairman of the Company, executive directors and senior management (such group to be determined by the Committee from time to time), including, but not limited to, any pension rights and any compensation payments; and

(b) recommendations to the Board on the Company’s framework of executive remuneration and its cost.

The Committee in carrying out its duties under these terms of reference will:-

(c) comply with the requirements of the UK Listing Authority’s Listing Rules, Disclosure Rules and Transparency Rules and give due consideration to the Code;

(d) give due regard to the proportion of executive directors’ and senior managements’ remuneration which should be structured so as to link rewards to corporate, business sector and individual performance.

Without prejudice to the generality of the terms of the Committee set out above, the Committee will:-

(i) satisfy itself that appropriate supervision is in place for the Company's share incentive plans, determine grants of share incentives to be made to executive directors, senior management and other employees (having received written recommendations in respect of the same from the Chief Executive Officer) and determine any performance conditions to apply to the exercise of such share incentives;

(ii) review the design of all share based incentive plans for approval by the Board and/or shareholders. In designing schemes of performance-related remuneration, the Committee shall have due regard to the provisions contained in Schedule A of the Code;

(iii) monitor and review (at least annually) the remuneration packages and terms and conditions of executive directors' and senior managements’ service agreements;

(iv) in determining specific remuneration packages for executive directors and senior management, determine basic salary, any benefits in kind, any annual bonuses, participation in any long term incentive plans, any pension entitlements and other compensation payments;

(v) ensure that the Chairman of the Committee, or in his absence, an alternative member of the Committee, attends the Company's Annual General Meeting to answer questions concerning executive directors' remuneration;

(vi) be authorised by the Board so that it may obtain such outside or other independent professional advice as it considers necessary in the fulfillment of its duties, all of which shall be at the Company’s expense;

(vii) consult with the Chairman of the Company in formulating the Committee's remuneration policy and will consult the Chief Executive Officer when determining specific remuneration packages for senior management;

(viii) liaise with the Board in relation to the preparation of the statement of remuneration policy for executive directors in the Annual Report to shareholders; and

(ix) review the Remuneration Report appearing within the Annual Report and Accounts and make any necessary recommendations to the Board in respect of disclosure so as to comply with the Companies Acts and associated regulations, the Listing Rules of the UK Listing Authority, the Code and any other applicable legislation and regulation.

5. Excluded Matters

For the avoidance of doubt the Committee will not (but the Board will):-

(a) determine the remuneration of any non-executive director (with the exception of the Chairman of the Company);

(b) determine the terms of any consultancy agreement of any non-executive director including the members of this Committee;

(c) report and account directly to shareholders on remuneration policies for both executive and non-executive directors;

(d) determine any other matter which the Board shall advise the Committee is reserved to be determined by the Board; and

(e) ensure that, through the Chairman of the Company, the Company maintains contact as required with its principal shareholders about executive remuneration.

Notwithstanding the above, the Committee may at any time make recommendations to the Board in respect of the above matters for the Board to consider and/or decide as it sees fit.

6. Proceedings

The meetings and proceedings of the Committee will be governed by the Company's Articles of Association regulating the meetings and proceedings of directors.

Where at all possible, not less than seven days' prior notice of a meeting will be given of the Committee. Such notice will include the agenda and any supporting papers.

Minutes of meetings shall be taken by the Secretary and will be circulated to all Committee members and, upon request, made available to other Board directors as soon as reasonably practicable after each meeting.

7. General

The Committee in carrying out its tasks under these terms of reference:-

(a) shall normally invite the Chairman of the Company and/or the Chief Executive Officer to attend meetings to discuss the performance of other executive directors and make proposals as necessary. Others may be called upon or shall be able to speak by prior arrangement with the Chairman of the Committee. No Committee attendee shall participate in any discussion or decision on their own remuneration.

(b) may wish to consult the other Board non-executive directors in its evaluation of the Chief Executive Officer.

(c) has exclusive authority to review and approve in advance any new pension arrangement (whether in respect of an executive director or any other employee of the Company) in excess of HM Revenue and Customs statutory earnings cap, as amended from time to time.

The Board will ensure that the Committee may have access to professional advice both inside and outside of the Company, such advice to be provided at the Company’s expense.

These terms of reference will be subject to annual review (unless required earlier) and approval by the Board.

Reviewed and approved by the Board
3 March 2010

Edward Bramson
Chairman