1. Membership

1.1 The Committee shall be appointed from time to time by the Board from amongst its own members.

1.2 The Committee shall be made up of two or more independent non-executive directors.

1.3 The quorum shall be any two members.

1.4 The Board shall appoint the Committee Chairman who shall be an independent non-executive director.

1.5 1.5. Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chairman, Chief Executive, the Head of Human Resources and external advisers may be invited to attend for all or part of any meeting as and when appropriate.

2. Duties

2.1 Determine and agree with the Board the framework or broad policy for the remuneration of the company’s Chief Executive, Chairman, the Executive Directors, the Company Secretary and such other members of the executive management as it is designated to consider. The remuneration of non-executive directors shall be a matter for the Chairman and the executive members of the Board. No director or manager shall be involved in any decisions as to their own remuneration.

2.2 In determining such policy, to ensure that members of the executive management of the company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the company.

2.3 Within the terms of such policy, to determine the total remuneration package for individual members of the executive management of the company and for the Chairman.

2.4 To agree the design of and performance targets for all share incentive plans for approval by the Board and shareholders.

2.5 To obtain comparative remuneration data as needed to enable the Committee to carry out the above function.

2.6 To make recommendations to the Board for the granting of options to directors and other employees of the Group under the Company’s Executive Share Option Scheme and the awarding of shares under the Company’s Long Term Incentive Plan.

2.7 To ensure that contractual terms on termination, and any payments made, are fair to the individual, and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised.

2.8 To agree the policy for authorising claims for expenses from the Chief Executive and Chairman.

2.9 To consider at the invitation of the Board any request made by a director of the company to accept an outside directorship or other outside interest and make recommendations thereon.

2.10 To ensure the provisions regarding disclosure of remuneration for the Combined Code are adhered to.

3. Authority

3.1 The Committee is authorised by the Board to seek any information it requires from any employee of the company in order to perform its duties.

3.2 The Committee is authorised to obtain expert advice or invite any other director, or professional adviser to attend meetings. In the event the Committee decides to incur expenditure in obtaining professional advice, the Chairman and/or Chief Executive shall be advised in advance and the Company Secretary shall be consulted and shall assist in preparing instructions and settling the basis for calculating advisors fees.

4. Meetings

4.1 The Committee shall regularly meet at least once in each financial year and at such other times as the Chairman of the Committee shall require.

4.2 The Chairman should be available to attend the AGM to respond to any shareholder questions relating to the Group’s Remuneration Policy.

5. Minutes of meetings

5.1 The Chairman shall procure that the proceedings and resolutions of all Committee meetings shall be minuted.

5.2 Minutes of Committee meetings shall be circulated promptly to all members of the Committee and the Chairman of the Board and, once agreed, to all other members of the Board, unless conflict of interest exists.

6. Reporting responsibilities

6.1 The Committee shall produce an annual report of the company’s remuneration policy and practices which will form part of the company’s annual report and ensure each year that it is put to shareholders for approval at AGM.