Remuneration Committee

Terms of reference

1 Members & Meetings

1.1 Members of the Remuneration Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the chairman of the Remuneration Committee, and shall be made up of at least two Non-Executive Directors who are considered by the Board to be independent. All members of the Committee shall be independent Non-Executive Directors.

1.2 Only members of the Committee have the right to attend meetings. However, other individuals such as the chief executive officer, directors and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.

1.3 The Board shall appoint the Committee Chairman who should be an independent Non-Executive 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.

1.4 Two members of the Committee shall constitute a quorum. Matters arising at any meeting that require a vote of the Committee shall be decided by a majority of votes. If a vote is required, each member of the Committee present at a meeting of the Committee shall have one vote. A member of the Committee shall not vote in respect of any matter being considered by the Committee in which he has, directly or indirectly, a personal interest and shall not be counted in the quorum at a meeting in relation to any matter on which he cannot vote. If required under circumstances where there is an equal number of votes in favour of and against a particular matter arising, the chairman shall have a second and casting vote.

1.5 Committee meetings shall be held not less than once a year and at such other times as the Chairman of the committee shall require. Meetings of the committee shall be called by or on behalf of the chairman of the Committee.

1.6 The chairman of the Committee shall ensure that appropriate minutes of its proceedings are kept. The chairman can request the Company Secretary or his nominee to act as the secretary of the Committee and ensure that the Committee receives information and papers in a timely manner to enable full and proper consultation to be given to all issues. The appointed secretary of the Committee shall keep a record of all minutes and attendances at all meetings.

The chairman of the Committee shall make available the minutes of meetings of the Committee, once agreed, to all members of the Board, unless in the opinion of the Committee Chairman it would be inappropriate to do so.

2 The Committee shall:

2.1 determine and agree with the Board the policy for the remuneration of the Chairman, the executive directors, the company secretary and such other members of the executive management as it is required by the Board to consider. The remuneration of non-executive directors shall be a matter for the executive members of the Board;

2.2 review and approve long and short term incentive plans and payments including but not limited to share incentive plans, option plans, performance targets, bonuses, goals and remuneration package recommendations from the CEO in respect of executive directors;

2.3 ensure that members of the senior management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;

2.4 review and approve long and short term incentive plans for the Company;

2.5 in determining remuneration packages and incentive arrangements, give proper consideration to any relevant legal and regulatory requirements, guidelines and corporate governance codes for similar small and mid-size quoted companies and attain shareholder approval where applicable for any incentive plans;

2.6 review and consider the remuneration across the Company or group when determining remuneration policy and plans for executive directors and senior management;

2.7 agree a policy for authorising claims for expenses of the executive directors;

2.8 ensure that contractual terms on termination, and any payments made, are fair to the individual and the Company;

2.9 ensure there is proper disclosure of remuneration in accordance with regulatory requirements;

2.10 oversee any major changes in employee benefits structures throughout the Company or group; and

2.11 consider any matters as may be requested by the Board.

3 Other

3.1 The Committee chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

3.2 The Committee shall produce a report on its policies and practices that shall to be included in the Company’s annual report.

3.3 The Committee shall give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code, the QCA guidance, the AIM Rules and any other applicable rules, as appropriate; and

3.4 The Committee shall review the ongoing appropriateness and effectiveness of the remuneration policy and Committee, reviewing at least annually, the Committee’s own performance and terms of reference to ensure it is operating effectively and recommend any changes it considers necessary for improvement to the Board for approval

4 Authority

4.1 The Committee is authorised to seek any information it requires directly from any director or employee of the company in order to perform its duties. The Committee is authorised to obtain, at the Company's expense, outside independent legal or professional advice relevant to its duties.

M.Phillips (Chair), M.Sunmonu, L.Beal


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