Terms of Reference

Remuneration Committee

1. Purpose

   The primary purpose of Remuneration Committee is to make recommendations to the Board on the Company's framework or broad policy for Executive Remuneration and its costs. The Committee shall also have delegated responsibility for determining the remuneration and benefits of executive directors, the Chairman and certain senior executives. The remuneration of non-executive directors shall be a matter for the Chairman and executive members of the Board.

2. Membership

   2.1. The Committee shall consist of not less than three independent non-executive directors. The Committee shall be appointed by the Board.

   2.2. Members of the Committee have the right to attend Committee meetings. Members of the Board who are not Committee members also have the right to attend Committee meetings. Other individuals such as the Group Human Resources Director will normally be invited to attend meetings. No individuals should be present when their own remuneration or benefits are being considered.

   2.3. The Chairman of the Committee shall be appointed by the Board from amongst the independent non-executive directors. In the absence of the Chairman of the Committee the remaining members present shall elect one of themselves to chair the meeting.

   2.4. The Chairman of the Board may be a member of the Committee if he or she was considered independent on appointment. The Chairman of the Board shall not be the Chairman of the Committee.

3. Secretary

   The Company Secretary or their designee shall be secretary to the Committee.

4. Quorum

   A quorum shall be any two members.

5. Frequency of meetings

   The Committee shall meet at least twice a year.

6. Notice of meetings

   6.1.  Meetings of the Committee shall be called by the Secretary of the Committee at the request of the Chairman of the Committee.

   6.2.  Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee in advance of the meeting.

7. Minutes of meetings

   7.1.  The Secretary shall minute the proceedings and decisions of all meetings of the Committee.

   7.2.  The Secretary shall circulate the minutes of meetings to the Committee. The Secretary shall also circulate the minutes (or a summary thereof) to all members of the Board and such other attendees of the meetings as the Chairman of the Committee shall direct.

8. Annual General Meeting

   The Chairman of the Committee should attend the Annual General Meeting to answer shareholder questions on the Committee's activities.

9. Duties

   The Committee shall have due regard to the provisions and recommendations of the UK Corporate Governance Code as well as the UK Listing Authority's Listing, Prospectus and Disclosure and Transparency Rules and associated guidance, in carrying out the following duties:

   9.1.  to determine the broad policy on senior executives pay and remuneration and to set, in respect of the Chairman of the Board, the executive directors of the Company, the CEO UK, CEO France, CEO International and the Company Secretary:

   9.1.1.  remuneration, including bonuses and long term incentives;

   9.1.2.  targets for any performance-related pay schemes;

   9.1.3.  pension benefits;

   9.1.4.  grants of share options or awards;

   9.1.5.  terms and conditions of employment including the directors' car policy; and

   9.1.6.  payments on termination of employment (ensuring that contractual terms on termination, and any payments made, are fair to the individual and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised);

   except that no director or manager shall be involved in any decisions as to their own remuneration;

   9.2.  to exercise the powers of the Board in relation to:

   9.2.1.  any employee share arrangements:

   9.2.1.1.  amending or varying such arrangements in accordance with such provisions as the Committee may deem appropriate;

   9.2.1.2.  approving new share arrangements; and

   9.2.1.3.  granting entitlements and options;

   9.2.2.  any long term incentive arrangements:

   9.2.2.1.  amending or varying such arrangements however the Committee may deem appropriate;

   9.2.2.2.  approving new arrangements; and

   9.2.2.3.  granting entitlements and if appropriate to include the granting or purchase of shares as part of such arrangements;

   9.3.  to be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee;

   9.4.  pension arrangements and other similar employee benefits of the Company and its subsidiaries whether currently in force or to be adopted including the approval of any changes to the rules of such arrangements;

   9.5.  to be aware of and advise as necessary on any major changes in employee benefit structures throughout the Group;

   9.6.  to agree the policy for authorising claims for expenses from the Chairman and the Group Chief Executive;

   9.7.  to ensure that provisions regarding disclosure of remuneration, including pensions, as set out in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and the UK Corporate Governance Code, are fulfilled;

   9.8.  to make the Committee's terms of reference publicly available; and

   9.9.  to approve, execute or give effect to all documents (including service contracts), deeds, acts and things that the Remuneration Committee may consider necessary or desirable in connection with or in relation to any of the foregoing matters.

10. Reporting responsibilities

    10.1.  The Chairman of the Committee shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

    10.2.  The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

    10.3.  The Committee shall produce a report of the Company's remuneration policy and practices to be included in the Company's annual report and ensure each year that it is put to shareholders for approval at the Annual General Meeting.

11. Other matters

    The Committee shall:

    11.1.  Investigate any activity within its terms of reference.

    11.2.  Arrange for periodic reviews of its own performance and, at least annually, review its constitution and terms of reference and recommend any changes it considers necessary to the Board for approval.