Remuneration Committee

Headlam Group plc
– terms of reference, approved 23 October 2009

A description of the activities of the Remuneration Committee can be found in our annual report and accounts.

Members

Terms of reference

1  The remuneration committee is authorised by the board to carry out the duties set out in these terms of reference. In fulfilling this authority, the committee is further authorised by the board to:

• seek any information that it requires from any employee of the company and all employees are directed to co-operate with any request made by the committee;
• have unrestricted access to company documents and company information; and
• obtain outside legal or independent professional advice and secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

2  The duties of the remuneration committee are to:

• appoint any consultants in respect of executive remuneration; make recommendations to the board on the company’s framework of executive remuneration and its costs;
• in respect of the executive directors of the company:
  •  determine individual remuneration and other terms and conditions of employment (including pension arrangements and any compensation payments);
  • authorise any contract of employment or related contract or any amendment thereto;
  • authorise participation in and approve the terms of any selective share incentive scheme in which the executive directors or any other officer of the company may be invited to participate;
  • determine the targets and performance conditions for any annual or long-term cash or share incentive arrangements; and
  • determine the principles on which outside directorships may be accepted;
• set the level and structure of compensation for other senior executives;
• assess the extent of compliance, on behalf of the board, with the companies act and relevant regulations, and the best practice principles and provisions contained in the combined code (annexed to the listing rules) and any other applicable code of practice or listing rule relating to remuneration from time to time, including recommending to the board for approval any statement of compliance or explanation of non-compliance required to be made or given by the company in respect of the combined code; and
• prepare and recommend to the board for approval each year a report on remuneration policy (which shall include details of the remuneration of each director) for inclusion in the company’s annual report to shareholders.

3  In carrying out its duties, the remuneration committee shall have regard to the principles and provisions set out in the combined code.

4  The group chief executive will report on significant company-wide changes in salary structure, terms and conditions affecting senior employees.

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