Remuneration Committee

Members of the Remuneration Committee

Phillip Colebatch - Chairman
Jon Aisbitt
Alison Carnwath
Ruud Hendriks

Terms of Reference of the Remuneration Committee from 10 March 2009

Membership

  1. The Chair and members of the Committee shall be appointed by the Board.
  2. The Committee shall consist of at least three independent non-executive directors.
  3. The Chairman of the Board, provided that he or she was still considered to be independent at the time of his/her appointment as Chairman, may also be a member of but may not chair the Committee.
  4. The quorum for meetings shall be two independent non-executive director members.

Attendees and meetings

  1. The Committee may invite the Group Chief Executive to attend all or any part of a meeting.
  2. The Committee will be supported and advised by the Head of HR who will attend all or any part of a meeting at the Chairman’s discretion.
  3. The Head of HR or the Company Secretary or his/her nominee will act as Secretary to the Committee.
  4. The Committee will meet at least four times a year.

Role and responsibilities

In carrying out the responsibilities listed below, the Committee shall have regard to the principles and provisions of the Combined Code, the UKLA listing rules, the FSA code of practice on remuneration policies, and leading investor representative body guidelines (including ABI and NAPF).

  1. To make recommendations to the Board on the Company’s broad policy on executive director and top management compensation.
  2. To determine, within the broad policy, the individual elements of the total compensation package for executive directors and top management (including salary, bonus, share awards and pension).
  3. To determine the principles for the calculation of and approve management proposals for the quantum of the staff and executive bonus pool each year.
  4. To review the performance evaluations of the executive directors and determine, in consultation with the Chairman and Group Chief Executive as appropriate, the total annual compensation for individual executive directors (salary, bonus and share awards).
  5. To review and approve the performance evaluations of the most senior management and approve their annual compensation (salary, bonus and share awards) and to have oversight of the performance evaluations and compensation proposals for the top 50 employees as measured by total compensation.
  6. To review and approve the annual objectives for executive directors against which their performance for compensation purposes will be measured.
  7. To approve the design of and determine the performance and vesting criteria attaching to share incentive plans prior to submission to the Board and shareholders for approval.
  8. To review the vesting criteria of share incentive plans against the Company’s results each year and determine the extent to which these have been achieved.
  9. To determine the contractual termination terms for executive directors and approve any severance payments or arrangements.
  10. To recommend to the Board for approval the total compensation for the Chairman of the Board. The remuneration of the non-executive directors shall be a matter for the Chairman and the executive directors of the Board.
  11. To select, appoint and set the terms of reference for any remuneration consultants used by the Committee and obtain information on remuneration policy and practice in other comparable companies.
  12. To review, prior to approval by the Board, the annual report on directors’ remuneration published in the Annual Report each year and ensure that it meets all applicable statutory and regulatory disclosure requirements.
  13. To review or make decisions on any other matters referred to the Committee by the Board.
  14. To report to the Board on the proceedings of the Committee after each meeting and to make available to Board members the minutes of Committee meetings.