To Approve

23. the design of (seeking final approval by shareholders where applicable), and oversee the administration of, the all-employee share scheme operated by or to be established by the Company in accordance with any requirements of HMRC or any other local tax requirements;
24. the policy on ancillary employment issues, including but not limited:
    1. any guideline for Executive Directors to have personal holdings of Company shares;
    2. whether any post vesting holding period shall apply to long-term incentive awards; and
    3. the retention by them of any financial reward from any external directorships or similar appointments;
25. the policy for authorising claims for expenses from the Chief Executive Officer and the Chair of the Board;
26. the terms of any proposed:
    1. letter of appointment or contract or relating to any Executive Director, the Chair of the Board, the Company Secretary or any Executive Manager, bearing in mind that an objective should be to set notice or contract periods at one year or less, and that the performance related elements of remuneration should form a significant proportion of the total remuneration package of Executive Directors and should be designed to align their interests with those of the shareholders; and
    2. termination arrangements relating to any Executive Director, Executive Manager, the Chair of the Board or the Company Secretary;
27. a proposal from the Chief Executive Officer on the remuneration by way of salary or fee of the Chair of the Board;
28. annually, whether awards should be made under any of the Company’s employee and executive share plans, and if so, the overall amounts of such awards, to consider whether the Executive Directors, Executive Managers, Company Secretary and any other senior executives should be eligible for awards under such incentive schemes and the performance targets, if any, to be used;
29. annually whether the performance conditions and for any such performance related share award plans have been reached;
30. the Remuneration Report for inclusion in the Annual Report and Accounts, ensuring the inclusion of the frequency of, and attendance by members at, Committee meetings, and further ensuring that the components required to be audited are prepared in such a way that they will receive audit approval and comply with the provisions regarding disclosure of remuneration, as set out in the Directors’ Remuneration Report Regulations 2002 and the Code (as may be amended from time to time);
31. major changes to any of the Group’s pension schemes or to any trustee(s) thereof;
32. change in colleague benefits;
33. change in employee terms and conditions;
34. the Company car policy;
35. the Annual Gender Pay Gap review;
36. the CEO Pay Ratio: and
37. any other reports required to be published by law disclosing Company pay ratios.