Remuneration Committee

The following is an extract from the Directors' Statement on Corporate Governance contained in the Annual Report for 2009. The current composition of the board and board committees can be found here.

The Committee comprises Ms. Gillian Bowler, who chairs the Committee, Mr. Anthony E. Collins and Mr. Richard W. Jewson all of whom are determined by the Board to be independent. The Committee met twice during the year. The Committee’s responsibilities include making recommendations on the terms of engagement and remuneration of the executive Directors. The terms of reference of the Committee are available from the Company and can also be found on the Group’s website at www.graftonplc.com. The Chairman of the Remuneration Committee is available at the Annual General Meeting to respond to shareholder questions concerning the Committee’s activities. The Committee receives independent advice concerning matters within its remit when considered necessary.

The Committee's principal responsibilities are:

• Setting, reviewing and recommending to the Board for approval the Group’s overall remuneration policy and strategy;
• Setting, reviewing and approving individual remuneration packages including salary, bonus, pension allowance and other benefits for executive Directors, the Executive Chairman and Company Secretary including terms and conditions of employment and any changes to their packages. During the year, the Company Secretary ceased to participate in a Group defined benefit pension scheme as detailed in Note 5 to the Financial Statements;
• Reviewing the salary structure and terms, conditions and benefits of employment of any other members of the executive management it is designated to consider;
• Approving the rules of any Group share, share option or other share incentive scheme and approving the grant, award, allocation or issue of shares, share options or other benefits conferred by such schemes;
• Further details of the Committee's remit and work are set out in the Report on Directors' Remuneration.

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