Remuneration Committee

Terms of reference

1. There shall be a committee of the board to be known as Remuneration Committee".

2. All members of the committee shall be Independent Non-Executive Directors.

3. The Board shall appoint the committee chairman from amongst the members of the committee.

4. Two members of the committee shall constitute a quorum.

5. The Company Secretary shall be the secretary of the committee and shall keep appropriate minutes of its proceedings.

6. All members shall be Independent Non-Executive Directors.

7. Although not a member of the committee, on occasion and for matters not related to himself, the Chairman may be invited to attend meetings of the committee and in any event the Chairman shall be consulted by the committee on proposals relating to the remuneration of the other Executive Directors and of the Senior Executives of the Group.

8. Committee meetings shall be held not less than once a year.

9. The committee shall be authorised to take such external advice as it shall consider appropriate to determine the remuneration, terms of service and incentives of the Chairman, the Executive Directors and of the Senior Executives of the Group.

10. The committee shall have no power over other Executives.

11. The committee shall have regard to and shall comply with the code and the listing rules of the UK listing authority relating to remuneration committees or remuneration of Directors, and shall also have regard to any authoritative best practice guidelines for remuneration committees published from time to time.

The committee should:

Provide the packages needed to attract, retain and motivate Executive Directors of the quality required but should avoid paying more than is necessary for this purpose;

Judge where to position San Leon Energy relative to other companies; the committee should be aware of what comparable companies are paying and should take account of relative performance - but the committee should use such comparisons with caution, in view of the risk that they can result in an upward ratchet of remuneration levels with no corresponding improvement in performance;

Be sensitive to the wider scene, including pay and employment conditions elsewhere in the Group especially when determining annual salary increases;
Include performance-related elements of remuneration as a significant proportion of the total remuneration packages and those elements should be designed to align the interests of Executive Directors and Senior Executives of the Group with those of shareholders and give keen incentives to perform at the highest levels; and

To be responsible, in each case in accordance with the listing rules of the UK listing authority, for preparing a report for the board to San Leon Energy's shareholders in relation to remuneration

To make recommendations to the Executive Directors as to the remuneration and incentive packages of senior executives of the Group.


M.Sunmonu (Chairman), M.Phillips, L.Beal, O.Fanning



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