Remuneration and Nomination Committee Reports

REMUNERATION COMMITTEE

The Remuneration Committee normally meets once per year and comprises four non-executive Independent Directors being Dr Ian Rutter (Chairman), Alun Jones, Mark Creedy and Steven Owen, following his appointment to the Committee on 1 January 2014.

Its role is to seek and retain the appropriate calibre of people on the Board and recommend fee levels to the Board consistent with prevailing market conditions, peer group companies and Directors’ roles and responsibilities. The Company has no employees and therefore pay and employment considerations are not taken into account in determining Directors’ fees, nor does it determine executive pay. The Committee met once during the year to review Directors’ remuneration with all members in attendance.

NOMINATION COMMITTEE

Composition and responsibilities
The Nominations Committee is chaired by Dr Ian Rutter and its other members are Alun Jones, Mark Creedy and Steven Owen, all of whom are Independent and non-executive. Steven Owen joined the Committee in January 2014. The Committee is charged with the responsibility of nominating any new Directors to the Board and considering succession planning. It reviews from time to time the composition of the Board, having regard to its balance and structure.

Board diversity
The Terms of Reference of the Nomination Committee state that potential candidates should be considered on merit and against objective criteria and with due regard for the benefits of diversity on the Board, including gender.

The Directors consider the background and experience brought to the Board by each individual to contribute to its diversity. In any recruitment, the Board prefers to select the best qualified candidate to provide the Board with the expertise required to implement its long-term strategy, rather than to fulfil any fixed quota. Subject to that overriding principle, the Directors believe that the Board’s perspective and approach can be greatly enhanced through gender, age and cultural diversity. In recommending new appointments to the Board, the Nomination Committee considers the existing balance of skills, knowledge and experience and the time candidates have available to commit to the role.

Report on the Committee’s activities during the year
During the year, the Committee discharged its responsibilities, under its Terms of Reference, by:

• considering the composition of the Board and (without Dr Rutter participating) confirmed its opinion that Dr Rutter remained independent; and
• reviewing the succession plan for the Board.

Non-executive Directors are appointed for an initial three year term and are subject to annual re-election by shareholders and to three months’ notice from the Company or the Director. Each Director, on appointment, is provided with a letter setting out the terms of appointment, the fees to be paid and the time commitment expected.

Subsequent to year end, the Committee considered and recommended to the Board the appointment of Phil Holland as Finance Director and Deputy Managing Director. This was confirmed by the Board on 18 February 2015.

Dr Ian Rutter
Chairman of the Remuneration and Nomination Committees
18 Febuary 2015