Remuneration Committee

The members of the Remuneration Committee are:

Paul Ranson (Chairman of the Remuneration Committee).
Michael R B Gatenby
Andrew Smith

The Company Secretary, attends the meetings of the Remuneration Committee as secretary to the Remuneration Committee. The Chief Executive Officer of the Company, John Dawson, may also be invited to attend certain meetings of the Remuneration Committee.

Role of the Remuneration Committee
The Remuneration Committee reviews and determines on behalf of the Board and shareholders of the Company the pay, benefits and other terms of service of the executive directors of the Company and the broad pay strategy with respect to senior Company employees.

As the Company is AIM-listed it is not legally required to set out its remuneration policy but is doing so on a voluntary basis.

Remuneration Policy
As the Company is AIM-listed it is not legally required to set out its remuneration policy but is doing so on a voluntary basis.

The objective of the Company’s remuneration policy is to attract and retain the directors and senior executives needed to run the Company in a cost-effective manner. The remuneration policy of the Company has four principal components:

Basic Salaries and Benefits in Kind – Basic salaries are determined by the Remuneration Committee bearing in mind the salaries paid in AIM-listed and other small market capitalisation healthcare companies. Within that frame of reference, it is intended that pay should be at or near the median level. Benefits in kind include the provision of company cars (or a salary alternative).
Bonuses – Bonuses are payable to all staff according to the achievement by the Group of certain pre-determined targets including earnings. The level of bonuses payable on achievement of the targets is set at the level perceived correct to provide the necessary incentives for executive directors and senior managers. There are appropriate adjustments to the bonus payable in the event of over- or under-achievement of the Group against those targets. Bonuses are also adjusted for performance and to reflect any substantial periods of absence or unavailability of the employee.
Share Options Scheme – The Company has in place a share option scheme covering all employees, under which share options are granted usually once a year. The exercise price of the options granted under the scheme is set equal to the market value of the company's shares at the time of grant. The share option scheme is overseen by the Remuneration Committee which shall determine the terms under which eligible individuals may be invited to participate. The scheme is normally an approved scheme but may be unapproved in relation to certain individuals.
Pensions – There is a defined contribution scheme available for all executive directors and employees. Benefits in kind are not pensionable.

Directors’ Remuneration
The particulars of the remuneration of the directors and their interests are as set out in the Directors’ Report and in the notes of the financial statements.

Directors’ Service Contracts
All executive directors are employed under service contracts. The services of all executive directors may be terminated by the provision of a maximum of 12 months’ notice by the Company.

Directors’ Share Options
Details of share options held by directors are set out in the Directors' Report.