Remuneration Committee

The Committee is chaired by Sir David Walker. The other members are Sir Rob Margetts, Rudy Markham, Ronaldo Schmitz and James Strachan. Sir Rob Margetts was independent on appointment. All other members of the Committee are independent.

The Group Chief Executive attends the meetings by invitation. The Group [HR] Director, Elaine MacLean accompanied by the Group Head of Remuneration, Rosemary Lemon attend as the executives responsible for advising on remuneration policy. No person is present during any discussion relating to their own remuneration. Representatives of Hewitt New Bridge Street (HNBS), the Committee’s independent adviser, are also invited to attend. HNBS does not provide any other services to the Company.

The remuneration strategy, policy and approach for all staff are reviewed annually by the Committee. The Committee considers the policy in relation to senior executive remuneration in the context of remuneration structures across the [Group] as a whole. All share schemes and long term incentive plans are established and monitored by the Committee. The Committee makes recommendations to the Board each year in respect of the Chairman’s fees, executive directors’ and other senior executives’ remuneration.

The Committee’s terms of reference are available on the Company’s website or on request. The terms of engagement between the Company and HNBS are available on request.

During the year the Committee undertook a self evaluation of its performance in conjunction with HNBS, the Committee’s independent adviser. The conclusion was that the Committee has operated effectively in determining and overseeing the implementation of remuneration policies and that all applicable regulatory requirements are being met.

Directors’ Remuneration for Financial Year ended 31 December 2008