Remuneration Committee - Terms of Reference

The Board of the Company ("the Board") has for many years had a Remuneration Committee ("the Committee"). The Committee shall consist exclusively of independent non-executive directors. The Chairman and members of the Committee shall be appointed by the Board and the Chairman, or in his absence, an appointed deputy, should be available to answer questions at the Company’s Annual General Meeting.

The Committee shall normally consist of not less than three members and the quorum for meetings of the Committee shall be two members. The Director of Group Human Resources shall be Secretary to the Committee. The Committee shall meet at such times as may be necessary but will normally meet not less than three times a year. The Chairman of the Board, the Chief Executive and any other person shall attend meetings if invited to do so by the Committee.

The purpose of the Committee is to ensure that the Company's executive directors and senior executives are properly incentivised and fairly rewarded for their individual contributions to the Company's overall performance having due regard to the interests of the shareholders and to the financial and commercial health of the Company.

The primary role of the Committee shall be to determine the framework or broad policy for the remuneration of the Chairman and the executive directors of the Board. The Committee shall be responsible for all elements of directors' remuneration and principal benefits including base salary, bonus, share options, other incentive plans and pensions. The Committee shall ensure that contractual terms on termination, and any payments made, are fair to the individual and the Company. The Committee shall also be responsible for overseeing each of the Company's share option schemes and long term incentive plans.

No director should be present when his or her own remuneration is being discussed. The Committee shall procure such information as it may consider necessary to make comparisons between the remuneration of the Company's executive directors and that of directors of other companies that it deems to be comparable.

The Committee shall also ensure that provisions regarding disclosure of remuneration as set out in the relevant legislation, the Listing Rules of the Financial Services Authority and the Combined Code on Corporate Governance are fulfilled and make available the Committee’s terms of reference.

Although not directly responsible for setting the remuneration of senior executives directly below Board level, the Committee shall have access to the relevant details at this level in order to monitor the policies and practices applied and to make recommendations as appropriate.