Remuneration Committee

The Remuneration Committee will assist the Board in determining its responsibilities in relation to remuneration and will have responsibility for setting the remuneration policy for each of the executive directors and the Chairman, including pension rights and any compensation package, and recommending and monitoring the level of remuneration for senior management below Board level.

The UK Corporate Governance Code provides that the Remuneration Committee should comprise at least three members, all of whom are independent non-executive directors. The membership of the Company’s Remuneration Committee will comprise three members, all of whom are independent Non-Executive Directors.

Remuneration Committee members:

1. Professor John Wright
2. Mr. Ayalur Subbaraman
3. Mr. Farooq Arjomand

The chairman of the Remuneration Committee will be Professor John Wright.

The Company therefore considers that it will comply with the UK Corporate Governance Code recommendations regarding the composition of the Remuneration Committee.

The Remuneration Committee will meet formally at least twice each year and otherwise as required. The Remuneration Committee will consider all material elements of remuneration policy, remuneration and incentives of executive directors and senior management with reference to independent remuneration research and professional advice, where necessary, in accordance with the UK Corporate Governance Code and associated guidance.

The Remuneration Committee is also responsible for approving the design of, and determining targets for, any performance related pay schemes including under the Company Incentive Plans. In accordance with the committee’s terms of reference, no Director may participate in discussions relating to his or her own terms and conditions of remuneration.

Non-Executive Directors’ fees will be determined by the full Board, or where required by the Company’s articles of association (the “Articles”), the Shareholders.