Compensation Committee Terms of Reference

1 Objectives

To assist the Board of the Company in establishing and reviewing remuneration policy for the Chairman, Chief Executive, executive directors, executives and all other Group employees.

2 Membership

The Committee shall be composed of such Directors as may be determined by the Board from time to time.

3 Secretary

The Committee shall appoint a secretary who shall attend all meetings and prepare minutes.

4 Committee Responsibilities

  1. To assist the Board in establishing a policy for the remuneration of the Chairman, Chief Executive, executive directors, executives and for all Group employees (including pensions, bonuses, profit or incentive schemes and any other form of benefit, along with contract terms and severance arrangements). For the purposes of these Terms of Reference, “executive” shall refer to any group employee who reports directly to the Group CEO.
  2. Within the policy established pursuant to (a), to establish remuneration packages for the Chairman, Chief Executive, executive directors and executives.
  3. To agree annual aggregate salary increases for all Group employees, and to agree any profit commission, meritocracy bonus or other bonus pools.
  4. In considering such policy and packages, to accommodate the objectives of providing to directors and employees appropriate incentives to encourage enhanced performance, rewarding them for their individual contributions to the success of the Company and not rewarding failure.
  5. To approve any consultancy or similar arrangements with any executive, executive director or non-executive director.
  6. To specify the form and substance of any disclosure required, or recommended as best practice, to be made of executive, executive director and independent director remuneration.
  7. To adopt a policy for approval and reimbursement of expenses incurred by the Group CEO and Chairman.
  8. To recommend to the Board any major changes to employee benefit structures throughout the Group.
  9. To administer, designate performance targets and approve awards under any employee share incentive schemes.
  10. No director shall be involved in decisions relating to their own remuneration.

5 Delegation of Board Authority

  1. The Committee shall have the authority reasonably necessary to discharge the Committee Responsibilities.
  2. The Committee shall have authority to engage at the Company’s expense professional advisers and to seek such advice or information as it deems reasonable to enable it to discharge the Committee Responsibilities.
  3. The Committee shall have authority to seek from any group company employee any information it reasonably requires to discharge the Committee Responsibilities.

ADOPTED ON: 30 March 2004

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