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:
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: