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Remuneration Report

The Committee is governed by formal terms of reference agreed by the Board and comprises two non-Executive Directors and the Chairman. The written terms of reference were reviewed and updated during 2005 and are published on the Company’s website. The Committee comprised IM Grice who is the Chairman, JW Matthews and JL Rennocks. The Committee determines the specific remuneration packages, including share schemes, of the Executive Directors and also monitors the remuneration of other senior executives who report to the Executive Directors. The Chief Executive attends meetings at the invitation of the Committee to provide guidance as appropriate on the impact of remuneration policy and advice on the performance of Executive Directors. The Chief Executive does not attend meetings when his own position is discussed. Any matter affecting the Chairman is discussed by the Committee without the Chairman present.

The Committee met on three occasions during the year.

The Committee received advice and a written report from Towers Perrin in July 2008 on matters relating to Directors’ Remuneration, as reported in last year’s Remuneration Report. The Committee took the advice into account in establishing remuneration policies for the 2009 financial year. The Committee has not sought any external advice during the current financial year.

The Committee is satisfied that the current share incentive scheme, including grant levels and performance conditions, remains appropriate to the Company’s current circumstances. However, the Committee intends to take advice on the current share incentive scheme and other aspects of remuneration during 2010.