7.1 The Committee shall:-

7.1.1 determine the framework or broad policy for the remuneration of the Chief Executive, the Group Chairman, the executive directors and the Company Secretary. The remuneration of non-executive directors shall be a matter for the Group Chairman and the executive members of the Board. No person shall be involved in any decisions as to his or her own remuneration;

7.1.2 within the terms of the agreed policy, and after consultation with the Group Chairman and/or the Chief Executive (except where specifically personally conflicted), determine the total individual remuneration and benefits package of the Group Chairman, the Chief Executive, the executive directors  and the Company Secretary including, where appropriate, any bonuses, incentive payments and share options;

7.1.3 determine the policy for and scope of pension arrangements for each executive director;

7.1.4 determine the conditions and terms of service agreements of the Group Chairman, the Chief Executive and the executive directors, including termination payments and compensation commitments;

7.1.5 in determining such packages and arrangements as are mentioned in 7.1.2 to 7.1.4 above, give due regard to the comments and recommendations of the Combined Code as well as the UK Listing Authority's Listing Rules and associated guidance;

7.1.6 determine the conditions and terms of service for and recommend and monitor the level and structure of remuneration for senior management¹;

7.1.7 determine any award, set the performance conditions for, and administer the exercise of any share options granted to any director or employee under any Company share option scheme as may be in force from time to time;

7.1.8 be aware of and advise upon any major changes in employee benefit structures throughout the Company or the Group;

7.1.9 agree the policy for authorising the reimbursement of any claims for expenses from the Chief Executive and Group Chairman;

7.1.10 ensure that provisions regarding disclosure of remuneration, including pensions, as set out in the Directors' Remuneration Report Regulations 2002 and the Combined Code, are fulfilled;

7.1.11 produce an annual report of the Committee's remuneration policy;

7.1.12 be exclusively responsible for establishing the selection criteria, selecting, appointing at the Company's expense and setting the terms of reference for any remuneration consultants who advise the Committee;

7.1.13 report the frequency of, and attendance by members at, Committee meetings in the annual reports;

7.1.14 report on its actions to the Board: and

7.1.15 Determine the policy and approval process for executive directors and other senior management taking up external non-executive appointments.

¹ Senior Management shall include all senior executives whose service contracts are for twelve months or more and whose salary (excluding bonuses) exceeds £100,000 as at the date of approval of these terms of reference.

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