The Remuneration Committee oversees the company’s overall remuneration structure, policies and programs; assesses whether the company’s remuneration structure establishes appropriate incentives for management and employees; and approves any significant changes in the company’s remuneration structure, policies and programs. It also:

• administers and makes recommendations on the company’s incentive compensation and equity-based remuneration plans;
• reviews the remuneration of Supervisory Board directors;
• reviews the remuneration policy for Managing Board directors; and
• makes recommendations to the Supervisory Board on the company’s recruitment, retention and termination policies and procedures for senior management.

Members of the Remuneration Committee must qualify as “non-employee directors” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and “outside directors” for the purposes of Section 162(m) of the US Internal Revenue Code.

Further details on the role of the Remuneration Committee are disclosed in the Remuneration Report (PDF, 150K)within the Directors’ Report in the 2008 annual report.

The current members of the Remuneration Committee are Mr Andrews (Chairman), Mr Harrison and Mr McGauchie. Mr Barr was Chairman of the Remuneration Committee until 1 February 2008 and a member of the Remuneration Committee throughout the year, until his resignation as a director effective 31 March 2008; Mr Loudon was a member of the Remuneration Committee until his resignation as a director effective 22 August 2008.

Charter
View the Remuneration Committee Charter (revised November 2008) (PDF, 38K)