The Remuneration Committee Terms of Reference

1. Membership

1.1 Members of the Committee shall be appointed by the Board of directors of the Company, on the recommendation of the Nomination Committee in consultation with the Chairman of the Remuneration Committee. The Committee shall be made up of at least 3 members, with at least 3 members being independent non-executive directors. The chairman of the board shall be entitled to be a member of the Committee, provided he or she was considered independent on appointment.

1.2 The Board shall appoint the Committee Chairman who shall be an independent non-executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting.

1.3 Only members of the Committee have the right to attend Committee meetings. Other individuals may be invited to attend for all or part of any meeting as and when appropriate.

1.4 Appointments to the Committee shall be for up to three years, which may be extended for further periods of up to three-years , provided the director still meets the criteria for membership of the Committee.

2. Secretary

2.1 The Company Secretary shall act as the Secretary of the Committee, if asked to do so.

3. Quorum

3.1 The quorum necessary for the transaction of business shall be 2 members both of whom must be independent non-executive directors. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee

4. Frequency of Meetings

4.1 The Committee shall schedule an annual timetable of at least two meetings and shall also meet at such other times as the Chairman of the Committee shall require.

5. Notice of Meetings

5.1 Unless otherwise agreed, notice of each meeting confirming the venue, time, date and agenda, shall be forwarded to each member of the Committee, any other person required to attend and all other non-executive directors, in advance of each meeting.

6. Minutes of Meetings

6.1 Minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board, unless it would be inappropriate to do so.

7. Annual General Meeting

7.1 The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee's activities.

8. Duties

8.1 The Committee shall:

8.1.1 Recommend to the Board the 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. In determining such policy, take into account all factors which it deems necessary including relevant legal and regulatory requirements, the provisions of the Corporate Governance Code and associated guidance.

No director shall be involved in any decisions concerning their own remuneration;

The remuneration of non-executive directors shall be a matter for the Chairman and the executive members of the Board and for the avoidance of doubt, not for this Committee.

8.1.2 ensure that executive directors are provided with appropriate incentives and are rewarded for their contributions to the success of the company, in a fair and responsible manner;


8.1.3 approve the design of, and determine targets for, performance related pay schemes and approve the total annual payments made under such schemes;

8.1.4 ensure that contractual terms on termination, and any payments made, are fair, that failure is not rewarded and that the duty to mitigate loss is fully recognised;

8.1.5 determine the total individual remuneration package of each executive director including bonuses, incentive payments and share options or other share awards;

8.1.6 approve any major changes in employee benefits structures throughout the company;

8.1.7 agree the policy for authorising claims for expenses from the director.

8.1.8 obtain reliable, up to date information about remuneration in other companies. To help it fulfil its obligations the Committee shall have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information it deems necessary and be exclusively responsible for selecting, appointing and setting the terms of reference for any remuneration consultants who advise the committee.

8.1.9 review annually the remuneration trends across the company and the remuneration policy.

8.1.10 Review the design of all share incentive plans for approval by the board and
shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors and other designated senior executives and the performance targets to be used.

8.1.11 Determine the policy for, and scope of, pension arrangements for each executive director and other designated senior executives

9. Reporting Responsibilities

9.1 The Committee Chairman shall make recommendations and report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

9.2 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 the AGM.

10. Other

10.1 The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

10.2 be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members

10.3 give due consideration to laws and regulations, the provisions of the Combined Code and the requirements of the UK Listing Authority's Listing, Prospectus and Disclosure and Transparency Rules and any other applicable Rules, as appropriate.

11. Authority

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

11.2 In connection with its duties the Committee is authorised by the Board to reasonably obtain, at the company's expense, any outside legal or other professional advice.


March 2013