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Remuneration Report

Purpose of the Remuneration Report
This Remuneration Report provides details of the operation of the Remuneration Committee and gives information about remuneration policies and practices adopted by the Company in respect of members of the Board. The report also reviews general remuneration policy in relation to senior management within the Group. It complies with the requirements of the Listing Rules of the UK Listing Authority, Schedule 8 of the Large and Medium Companies and Groups (Accounts and Reports) Regulations 2008 and the Combined Code on Corporate Governance.

The report has been approved by the Board and signed on its behalf by the Chairman of the Remuneration Committee. A resolution to approve this report will be proposed at the Company's Annual General Meeting to be held on 28 July 2010.

The Companies Act 2006 requires the auditors to report to the Company's members on certain parts of the Directors' Remuneration Report and to state whether in their opinion those parts of the report have been properly prepared in accordance with the Accounting Regulations. The report has therefore been divided into separate sections for audited and unaudited information.

Part I (Unaudited)
Remuneration Committee (the 'Committee')
The Board has established a Remuneration Committee in accordance with the provisions of the Combined Code on Corporate Governance to determine on behalf of the Board the Company's policy on the remuneration and terms of engagement of the Executive Directors and certain senior executives.

Members of the Remuneration Committee
The members of the Remuneration Committee who served during the year, all of whom were independent Non-Executive Directors, were:


  • Mr Naresh Chandra (Chairman)
  • Mr Euan Macdonald
  • Mr Aman Mehta

Terms of Reference
The Committee's duties are set out in its terms of reference which are available on request from the Company's registered office.

The Committee's remit is primarily to determine and agree with the Board the framework and policy for the remuneration of the Chairman and Executive Directors. In so doing, the Committee makes recommendations to the Board on:


  • the Company's overall policy on executive and senior management remuneration;
  • remuneration packages for individual Executive Directors, including basic salary, bonus, performance-based short- and long-term incentives, pensions and other benefits;
  • the design and operation of the Company's share incentive schemes; and
  • the provisions of the service agreements of the Executive Directors.


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