To Recommend to the Board

38. within the terms of the agreed framework or broad policy and in consultation with the Chair of the Board and/or Chief Executive Officer, as appropriate, the total individual remuneration package (including but not limited to salary, bonuses, incentive payments, PSPs and share options or other share awards) of each Executive Director, the Company Secretary and Executive Managers and, in that regard, consider:
    1. the contents of the Code and the UK Listing Authority’s Listing Rules and associated guidance (as may be amended from time to time);
    2. any other appropriate guidance or recommendations published by the Investment Association, PLSA and similar representative bodies or institutions of good standing;
    3. the need for clear linkages between both the Company’s and the individual’s performances and remuneration and the interests of shareholders;
    4. the policy and scope of pension arrangements for each Executive Director; and
    5. that the performance-related elements of the remuneration package form an appropriate and significant proportion of the remuneration package and that the targets and/or performance conditions are set at realistic but challenging levels and that achievement against such targets/performance conditions are clearly monitored;

39. the design of all proposed new share incentive plans for approval by the Board and shareholders;
40. following a recommendation from the Chief Executive Officer, the fees of the Non-executive Directors; and
41. any other recommendations the Committee deems appropriate on any area with its remit where action or improvement is necessary.