Bruce Carnegie-Brown (Chairman) (appointed November 2007)

Strone Macpherson (appointed September 2004)

Role

The Committee’s key role is to determine the remuneration and other terms and conditions of employment of the executive directors, management board members and the company secretary.

Remuneration Policy

The Committee aims to ensure that the senior executive remuneration arrangements are fair, competitive and motivating within the context of the financial sector. With this objective in mind, the remuneration policy (which is essentially unchanged from the policy in 2005) is based on a remuneration structure which:

• motivates executives in the short term whilst also linking remuneration to the long term performance of the group;

• aligns the interests of executive directors with those of shareholders through performance related awards reflecting the results of the group and, depending on amount, a proportion of such awards being deferred and satisfied in shares;

• is appropriate in comparison with remuneration arrangements of competitors and in relation to that of senior group employees who are not directors; and

• reflects group profit levels and rewards profit growth, with performance related awards forming a significant element of total compensation.

In determining directors’ remuneration, consideration is given to matters specific to the company such as returns to shareholders, profit and earnings performance, both in absolute terms and measured against budget. The quality of profit and earnings performance is also considered in the context of market conditions and whether broadly based across all divisions or derived more narrowly, as well as the application of risk controls across the business. Other considerations are the experience and performance of individual directors, their areas of responsibility and remuneration levels throughout the group and comparable market remuneration data. Finally, consideration is taken of the proportion of profit accounted for by total executive directors’ remuneration. The Committee considers that an effective remuneration policy needs to be sufficiently flexible and kept under review in order to take account of future changes in the company’s business environment and in remuneration practice. Accordingly, the policy may be amended in future years.