Renew Holdings plc

remuneration policy

The Company’s remuneration policy is that the remuneration package of the Executive Directors should be sufficiently competitive to attract, retain and motivate Directors to achieve the Company’s objectives, without making excessive payments. The remuneration and employment terms of the Executive Directors are determined by the Committee by comparison with salaries paid and terms agreed with Directors in similar companies in the same sector and of a similar size and after a review of the performance of the individual.

It is the aim of the Committee to reward Executive Directors competitively and on the broad principle that they should be in the range of median to upper-quartile of remuneration paid to senior management of comparable public companies. For guidance, the Committee refers to published survey data. The Board determines the terms and conditions of non-executive Directors.

There are four main elements to the remuneration packages of the Executive Directors and other senior executives:

• basic salary, including benefits;
• annual bonus awards;
• share option plans; and
• pension arrangements.

Basic salary
Basic salaries are reviewed annually by the Board in its capacity as Remuneration Committee, and increased where the Committee believes that adjustments are appropriate to reflect performance, increased responsibilities and/or market conditions. Other benefits for Executive Directors include car allowances and certain medical cover for the Director and immediate family. The Company also has a permanent health insurance policy to provide cover for the Executive Directors.

Annual bonus awards
The Company provides a bonus incentive scheme for Directors and senior executives of the operating companies, linked to the performance of the business for which they are responsible. All performance criteria are subject to approval by the Remuneration Committee before payment is made.

Share option plans
The Renew 2004 Executive Share Option Scheme (formerly known as the Montpellier 2004 Executive Share Option Scheme) (the "2004 ESOS") approved at the Extraordinary General Meeting ("EGM") held on 11 March 2004 replaced 19 The Lovell 1995 Executive Share Option Scheme. During the year 761,904 options were granted under the 2004 ESOS to the Executive Directors. There are no other options outstanding under the scheme. The Renew Savings Related Share Option scheme (formerly known as the Montpellier Savings Related Share Option Scheme) (the "Renew SAYE") also approved at the EGM on 11 March 2004 replaced the old SAYE scheme rules, which expired on 20 January 2004. There are no options outstanding under the latter scheme and no new grants have been made under the Renew SAYE.

The Company’s policy to grant options or awards under the above schemes is at the Remuneration Committee’s discretion as and when considered appropriate.

Pension arrangements
The Group provides retirement benefits for Executive Directors and employees through independent pension schemes. The assets of these schemes are held by trustees and managed by independent investment managers. The retirement age of the Executive Directors is 65. Messrs. May and Samuel are not members of these schemes and do not receive pension contributions from the Company.