7.1  The Committee shall:

7.1.1  Determine, the framework or broad policy for the remuneration of the Chief Executive, the executive directors, the Company Secretary and, in conjunction with the executive directors, the Group Chairman. 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 Chief Executive, the executive directors and the Company Secretary (including, where appropriate, any bonuses, incentive payments and share options) and, in conjunction with the executive directors, determine the remuneration of the Group Chairman;

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 Chief Executive and the executive directors, including termination payments and compensation commitments and, in conjunction with the executive directors, the terms of appointment of the Group Chairman;

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  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;

7.1.7  Determine the conditions and terms of service for and recommend and monitor the level and structure of remuneration for senior managementı;

7.1.8  Review the design of all share incentive plans for approval by the board and shareholders. For any such plans, 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;

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

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

7.1.11  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;

7.1.12  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  Review and note annually the remuneration trends across the Company or group;

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

7.1.16  Obtain reliable, up-to-date information about remuneration in other Companies. The Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations.

ıSenior Management shall include all senior executives whose service contracts are for twelve months or more and/or whose salary (excluding bonuses) exceeds £120,000 as at the date of approval of these terms of reference.

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