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6. Policy on non-executive director remuneration

Non-executive director remuneration is approved by the Board as a whole on the recommendation of the chairman and executive directors.

The Company’s policy on non-executive director remuneration is based on the following key principles:

  • Remuneration should be:
    • sufficient to attract and retain world-class non-executive talent;
    • consistent with recognised best practice standards for non-executive director remuneration;
    • in the form of cash fees, but with the flexibility to forgo all or part of such fees (after deduction of applicable income tax and social security contributions) to acquire shares in the Company should the non-executive director so wish; and
    • set by reference to the responsibilities taken on by the non-executives in chairing the Board and its committees.
    • Non-executive directors may not participate in the Company’s share incentive schemes or pension arrangements.

It is the intention that this policy will continue to apply for 2009 and subsequent years, subject to ongoing review as appropriate.

The Board reviews non-executive directors’ fees periodically to ensure that they remain market-competitive. The most recent review, in February 2009, concluded that no change should be made to these fees for 2009. Additional fees are paid to the chairmen of Board committees and to the senior independent director (SID). Should non-executive directors acquire executive board roles within subsidiaries of the Company, then they might also receive additional remuneration from the relevant subsidiaries on account of these increased responsibilities.