The Remuneration Committee shall consist a majority of non-executive directors. It shall have at least three members and the quorum for the Committee shall be two members. Remuneration Committee members and the Chairperson shall be appointed by the Board based on the recommendations of the Nomination Committee. The appointment of a Committee member terminates when the member ceases to be a director, or as determined by the Board.

In the event of equality of votes, the Chairperson of the Committee shall have a casting vote (except where two directors form the quorum). In the absence of the Chairperson of the Committee, the members present shall elect one of their numbers to chair the meeting.

The Committee members shall:

• Have a good knowledge of the Group and its executive directors, and full understanding of shareholders’ concerns; and
• Have a good understanding, enhanced as necessary by appropriate training or access to professional advice, on/of areas of remuneration.