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1.     Membership

The Remuneration Committee shall be appointed by the Board and shall consist wholly or mainly of Non-Executive Directors.

The Chairman of the Remuneration Committee shall be elected by the members of the Remuneration Committee.

2.     Attendance at Meetings

The Remuneration Committee may, as and when deemed necessary, invite other Board members to attend its meetings.

The Company Secretary shall act as secretary of the Remuneration Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it, supported by explanatory documentation to the Remuneration Committee members prior to each meeting.

The secretary shall be responsible for keeping the minutes of the Remuneration Committee, and circulating them to the Remuneration Committee members.

3.     Frequency of Meetings

The Remuneration Committee shall hold at least one meeting during each financial year.

The Remuneration Committee may meet on an ad hoc basis upon the request of any Director or any senior manager.

4.     Proceedings of Meetings

In the absence of the Chairman, the Remuneration Committee shall appoint one of the Non-Executive members present to chair that meeting.

Decisions on matters raised at any meeting shall be decided by a majority of votes of the members present.

5.     Authority

The Remuneration Committee is authorised by the Board to deal with any matter within these terms of reference. It may also seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Remuneration Committee.

The Remuneration Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

6.     Duties

The duties of the Remuneration Committee shall be to review and recommend to the Board the compensation and remuneration of the Executive Directors and senior management in all its forms so as to link rewards to corporate and individual performance.