Accountability

Directors’ remuneration report

The Committee, its advisers and terms of reference

Details of the Committee’s membership and attendance are set out in the Board Corporate Governance Statement and are hereby incorporated into this report. The Committee is assisted by the Group’s HR Director and by advice and recommendations from the Chief Executive. The Chairman of the Company is also invited to attend meetings for most agenda items. The Company Secretary acts as secretary to the Committee and advises it on governance and related matters.

In summary, the Committee’s terms of reference, which are published on the Company’s website and are available on request from the Secretary, are to determine the total individual remuneration packages of each executive director of the Company and of the Chairman, the Company Secretary and certain other senior employees (in each case including exit terms), and to recommend to the Board the framework and broad policies of the Group in relation to senior executive remuneration.

The Committee determines the targets for all of the Group’s performance-related remuneration and exercises the Board’s powers in relation to all the Company’s share and incentive plans. It acts in accordance with the Principles of Good Governance and Code of Best Practice and its terms of reference reflect the Combined Code on Corporate Governance.

The Committee was advised during the year by Hewitt New Bridge Street (HNBS) on the structuring and utilisation of the Group’s performance related incentives and on remuneration policy generally, including providing benchmarking data. On occasion HNBS also advises executive management on remuneration matters which may not be within the direct purview of the Committee and advises the Board as a whole on the remuneration of the nonexecutive directors. A statement regarding the Company’s relationship with HNBS is published on the Company’s website. Legal advice has also been provided, either generally or on specific matters, by Linklaters LLP, Dechert LLP and Addleshaw Goddard LLP.