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Remuneration Committee

FULLER, SMITH & TURNER P.L.C.

REMUNERATION COMMITTEE – TERMS OF REFERENCE

1. CONSTITUTION

1.1 The Remuneration Committee shall consist of at least three members, each of whom shall be appointed by the Board.

1.2 A majority of members of the Committee shall be independent Non-Executive Directors.

1.3 The Board will appoint the Committee Chairman and determine the period for which he/she will hold office. The Chairman of the Company shall not be eligible to be appointed as Chairman of the Committee even if he is a Non- Executive Director. In the absence of the Chairman of the Committee at a meeting any other member may act as Chairman except the Chairman of the Company.

1.4 The Company Secretary of the Company shall act as Secretary of the Committee.

1.5 The quorum shall be two.

2. MEETINGS

2.1 The Committee shall meet formally at least once a year.

2.2 A meeting of the Committee may be called by any member of the Committee or by the Secretary.

2.3 Notice of each meeting of the Committee confirming the venue, time and date and agenda items shall be forwarded to Committee members and any invited attendees at least one week in advance of any meeting.

2.4 The Chairman shall have the right to attend and speak at meetings of the Committee; others may be called upon to speak by arrangement with the Chairman of the Committee.

2.5 The Secretary shall keep appropriate records of all meetings of the Committee. The Committee may designate their minutes as “private” when appropriate i.e. only for circulation to Committee members.

2.6 No Committee attendee shall participate in any discussion or decision on their own remuneration.

3. AUTHORITY

3.1 The Committee is authorised by the Board to seek any information it requires from any employee of the Company in order to perform its duties.

3.2 The Committee is authorised by the Board, when the fulfilment of its duties requires, to obtain any outside legal or other professional advice including the advice of independent remuneration consultants, to secure the attendance of external advisers at its meetings, if it considers this necessary and to obtain reliable, up-to-date information about remuneration in other companies, at the Company’s expense. The Committee shall have full authority to commission any reports or surveys, which it deems necessary to help it fulfil its obligations after consultation with the Chairman.

4. DUTIES

The Committee shall:

4.1 determine and agree with the Board the framework or broad policy for the Remuneration of the Company’s Chairman and Executive Directors. (The remuneration of the Non Executive Directors shall be a matter for the Chairman and the Executive Directors.)

4.2 review the remuneration of the Company’s Divisional Directors and Company Secretary from time to time, with a view to passing their comments on to management

4.3 in determining such policy, take into account factors which it deems necessary including relevant legal and regulatory requirements and the provisions and recommendations of the UK Corporate Governance Code and associated guidance. The objective of such policy shall be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and reasonable manner, rewarded for their individual contributions to the success of the Company

4.4 when setting remuneration policy for directors, review and have regard to the remuneration trends across the company

4.5 determine targets for any performance related pay schemes operated by the Company

4.6 within the terms of the agreed policy, determine the total individual remuneration packages of each executive director including, where appropriate, bonuses, incentive payments and Executive Share Options and Long Term Incentive Plan Awards.

4.7 determine the policy for and scope of pension arrangements, service agreements for the executive directors, termination payments and compensation commitments

4.8 in determining such packages and arrangements, give due regard to the comments and recommendations of the UK Corporate Governance Code as well as the United Kingdom Listing Authority (“UKLA”) Rules and associated guidance

4.9 ensure that contractual terms on termination, and any payments made, are fair to the individual, and the company, that failure is not rewarded and that the duty to mitigate loss is fully considered.

4.10 request that the Secretary produce for Main Board approval an annual report of the Company’s remuneration policy which will form part of the Company’s Annual Report and Accounts

4.11 ensure that the Chairman of the Committee or, in his/her absence, an appointed deputy attends the Company’s AGM to answer shareholders’ questions about Directors’ remuneration.

5. MEMBERS

The members of the Committee for the time being shall be Mr A G Kerr who will act as Chairman, Ms L Fordham and Mr J M Dunsmore.

Updated 2 April 2014

This page was printed from the website of Fuller, Smith & Turner P.L.C at http://www.fullers.co.uk/