To Ensure

1. that a framework or broad policy is determined and agreed for the remuneration of the Company’s Chief Executive Officer, the Chair of the Board, other Executive Directors and, in consultation with the Chief Executive Officer, Executive Managers (such term meaning any direct report of the Chief Executive Officer or any other colleague with an annual base salary in excess of £200,000 but expressly excluding any Executive Director) and the Company Secretary. The objective shall be to ensure that Executive Directors and Executive Managers are provided with appropriate remuneration. In doing so giving due regard to all factors necessary including but not limited to:

• the business strategy of the Company and how the policy reflects and supports the business strategy and promotes long-term sustainable success;
• relevant legal and regulatory requirements;
• the need to attract, retain and motivate executive management of the quality required to run the Company successfully;
• the need for remuneration arrangements to be transparent and promote effective engagement with shareholders and employees;
• that remuneration structures should avoid complexity and their rationale and operation be easy to understand;
• the need to mitigate the risks associated with excessive rewards and the behavioural risks that can arise from target based incentive plans;
• the risk appetite of the Company and alignment to the Company’s long-term strategic goals;
• the Company’s culture, purpose and values and the alignment of remuneration, incentives and rewards to this culture and purpose and these values;
• remuneration, incentives and rewards elsewhere in the Company and taking these into account when determining remuneration;

2. that the Company operates remuneration schemes that promote long-term shareholding by Executive Directors and support alignment with long-term shareholder interests with share awards subject to a total vesting and holding period of at least five years, and a formal policy for post-employment shareholding requirements encompassing both unvested and vested shares;
3. that there is consideration of equal pay across all gender and ethnic backgrounds and liaise with other Committees as appropriate where their involvement is required to help address any pay gap identified, in line with the requirements of the Equality Act 2010 (Gender Pay Gap Information) Regulations 2017;
4. that no Director or Executive Manager should be involved in any decisions as to their own remuneration;
5. that effective communications are maintained with institutional investors and representative bodies on the rationale for the prevailing remuneration policy and practices and any anticipated changes and consult the Chair of the Board in that regard;
6. that the Chief Executive Officer will bring to the Board at least every two years a review of, and recommendations in respect of, the fees payable to the Non-executive Directors;
7. remuneration for all Non-Executive Directors should not include share options or other performance-related elements;
8. that the Committee Chair reports formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities;
9. that the Committee’s Terms of Reference are made publicly available;
10. that there is a description of the work of the Committee in the Annual Report including an explanation of the strategic rationale for Executive Directors’ remuneration policies in line with the requirements of the Code;
11. that provisions regarding disclosure of information as set out in The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 201932 and the Code are fulfilled, and that a report on the Directors’ Remuneration Policy and practices is included in the Company’s Annual Report and Accounts and put to shareholders for approval at the Company’s Annual General Meeting as necessary;
12. that if the Committee has appointed remuneration consultants, the consultant should be identified in the Annual Report and Accounts alongside a statement about any other connection it has with the Company or individual Directors; and
13. that a periodic evaluation of the Committee’s performance is carried out.