In performing its duties the Committee will have regard to published guidelines regarding the remuneration of Directors of listed companies including those published by the Association of British Insurers and National Association of Pensions Funds.

Advisers to the Committee
Mr P Kataria (Head of HR) advises the Committee on the policies and practices being applied. He also provides input into discussions concerning the remuneration and benefits offered to the Executive Directors during the year.

The Chairman and Chief Executive are consulted by the Committee in respect of remuneration packages for senior executives where appropriate (but not in respect of their own remuneration). Other Directors of the Company may attend meetings of the Committee at the invitation of the Chairman. However no Director is present during discussions relating to their own remuneration.

Ernst & Young LLP review and confirm the Company's TSR performance in respect of the long-term and short-term incentive plans. Ernst & Young LLP also provide some tax and internal audit services to the Group.

The Committee engages independent consultants to advise on particular aspects of Directors' remuneration as appropriate. During the year Hewitt New Bridge Street ('HNBS' which forms part of Hewitt Associates) provided ad hoc advice on the Company's remuneration practices as they apply to Executive Directors and carried out a bench marking exercise on Non-Executive Director fees. HNBS provide no other services to the Company.

Given the India-focused approach taken to remuneration policy, it has not been felt necessary to appoint independent compensation and benefit consultants to advise the Committee on remuneration matters during the year save for the ad hoc advice described above.

Activities of the Committee
The Committee met three times during the year and considered the following items of business:

• a report of the President, Human Resources on developments in the human resource area;
• salary and bonus arrangements of the Executive Directors;
• approval of the annual bonus for the Executive Directors for the year ended 31 March 2009;
• approval of the Remuneration Report for the year ended 31 March 2009;
• vesting of long-term incentive plan awards; and
• grant of long-term incentive plan awards to new employees.