Members

David Trapnell (Chairman)
Patrick Balfour
Norman Blackwell
Les Cullen
Nick Keegan

The Committee consists entirely of independent non-executive directors and meets at least once in each financial year. The Committee consults with Group Chairman and/or Chief Executive, who also have the right to address any meeting of the Committee, except where specifically personally conflicted.

In summary, the Committee:

• Sets the remuneration policy and determines the remuneration and benefits of the executive directors, the Company Secretary and, in conjunction with the executive directors, the Group Chairman;
• Determines the conditions and terms of service agreements of the executive directors and, in conjunction with the executive directors, the terms of appointment of the Group Chairman;
• Determines the conditions and terms of service for and, recommends and monitors the level and structure of remuneration for senior management;
• Sets the performance conditions for, determines any awards of and administers the exercise of any awards or share options granted under any of the Company's share incentive plans;
• Determines the policy and approval process for the executive directors and other senior management taking-up external non-executive appointments;

and reports to the board on the work that it has carried out.

The following terms of reference of the Committee include all matters indicated by the Combined Code.

Terms of reference - click for detail

	Membership Secretary Quorum Meetings Notice of Meetings Annual General Meeting Duties Reporting Responsibilities Other Authority

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