Terms of Reference - The Remuneration Committee

1. Membership
1.1 Members of the Committee shall be appointed by the Board and in consultation with the
Chairman of the Remuneration Committee. The Committee shall be made up of at least three
members, all of whom shall be non-executive directors and the majority of which shall be
independent. The Chairman of the Board may also be a member of the Committee if he or she
was considered independent on appointment as Chairman.
1.2 Members of the Committee have the right to attend Committee meetings. However, other
individuals such as the Chief Executive, the Company Secretary and the HR Director may be
invited to attend for all or part of a meeting.
The Committee may also request the attendance of external advisors where appropriate.
1.3 The Board shall appoint the Chair of the Committee who shall be an independent nonexecutive
director. In the absence of the Committee Chairman and/or an appointed deputy, the
remaining members present shall elect one of themselves to chair the meeting.
2. Quorum
2.1 The quorum necessary for the proper transaction of business shall be two members of the
committee. A duly convened meeting of the Committee at which a quorum is present shall be
competent to exercise all or any of the powers and discretions of the Committee.
3. Meetings
3.1 The Committee shall meet at least twice a year and at such other times as the Committee
Chairman shall require.
4. Notice of meetings
4.1 Unless otherwise agreed, notice of each meeting together with an agenda of items to be
discussed, shall be forwarded to each member of the Committee in advance of the date of the
meeting. Supporting papers shall be sent to Committee members and to other attendees as
appropriate, at the same time.
5. Annual General Meetings
5.1. The Committee Chairman shall attend the annual general meeting to answer any
shareholder questions on the Committee’s activities.
6. Responsibilities
6.1 In relation to Executive directors, the Committee shall:
(a) agree the remuneration policy, terms of employment including service contracts,
remuneration, pension arrangements, basis of any performance bonus including profit and
individual targets and participation in, performance targets in relation to and awards under share
and other incentive schemes and other benefits;
(b) within the terms of the agreed remuneration policy agree terms for cessation of employment
and ensure that any payments made are fair to the individual and the company; 
6.2 In relation to the Chairman, the Committee shall agree the remuneration policy, terms of
employment including service contract and remuneration with reference to the views of Executive
Directors.
6.3 In devising the remuneration of members of the Board, the Committee shall give due regard
to any relevant legal requirements, the provisions and recommendations of the UK Corporate
Governance Code (the Code) and of the QCA Remuneration Committee Guide for Small and Mid
Sized Companies and the AIM Rules and associated guidance.
6.4 The Committee shall:
(a) review the continuing appropriateness of remuneration policy;
(b) ensure that all appropriate provisions regarding disclosure of remuneration, including are
fulfilled;
(c) consider appropriate information about remuneration in other companies; and
(d) have authority, subject to normal Board approval, to commission reports necessary to help
meet its obligations.
(d) ensure that a regular review of its operations is carried out as part of the overall Board
effectiveness review.
6.5 (a) The remuneration of non-executive directors shall be a matter for the Chairman and the
Executive members of the Board.
(b) No director or executive shall be involved in any decisions as to their own remuneration.
7. Reporting responsibilities
 (a) The Committee shall produce an annual report on remuneration, and a report of the
Company’s remuneration policy which will form part of the Company’s Annual Report, at least
meeting requirements under law and appropriate guidance.
(b) after each meeting the Committee Chairman shall report formally to the Board on its work and
how it has discharged its responsibilities.