TERMS OF REFERENCE

Constitution

1. The Board of Directors have resolved to establish a Remuneration Committee of the Board.

Membership

2. The Committee has been appointed by the Board and consists of three members, Lucy Neville-Rolfe, Jonathan Lloyd and Eamonn O'Hare (all non executive).  A quorum shall be two members.

3. Lucy Neville-Rolfe has been appointed as the Chairman of the Committee by the Board.

Attendance at meetings

4. James Barnes, the Chief Executive Officer shall attend meetings.  Other Board members shall also have the right of attendance.  The Committee may chose to meet without the Chairman or CEO when considering their remuneration.

5. The Committee Chairman shall be the Secretary of the Committee.

Frequency of meetings

6. Meetings shall be held not less than twice a year. 

Authority

7. The Committee has been authorised by the Board to investigate any activity within its terms of reference.  It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

8. The Committee has been authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience.

Duties

9. Premis:  In order to minimise concern over conflicts of interest, the basic premis behind the modus operandi of the Committee is that it makes recommendations to the full Board of Directors, who in turn make the appropriate decisions.

The duties of the Committee are:

(a) to review and recommend to the Board the remuneration and rewards for the executive directors;

(b) to review and recommend to the Board remuneration for the non-executive directors;

(c) to maintain surveillance over all executive benefits;

(d) to analyse information provided from internal and external sources relating to executive remuneration, cash and benefits;

(e) to ensure that senior remuneration policies facilitate the employment and motivation of top quality personnel;

(f) generally to ensure that senior remuneration administration operates on a ‘best practice basis’.

Reporting procedures

10. The Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.  

December 2007