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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 available from the Company Secretary and are also published on the Company’s website. The Committee comprised IM Grice, Chairman (appointed 24 January 2007), JW Matthews (who retired as Chairman on the appointment of IM Grice) and JL Rennocks. Lord Stewartby retired from the Committee on 10 January 2007, following his retirement from the Board. The Committee determines the specific remuneration packages,
including share schemes, of the Executive Directors and also periodically 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 from Towers Perrin in 2005 on matters relating to Executive remuneration.

The Committee has not carried out any further review of share schemes during the year. The Committee is satisfied that the current share incentive scheme, including grant levels and performance conditions, remain appropriate to the Company’s current circumstances and prospects.