Remuneration Committee

The Company has established a Remuneration Committee, which comprises James Hughes (as Chair), Shonaid Jemmett-Page and Haresh Jaisinghani. The Remuneration Committee is responsible, amongst other things, for reviewing and approving the remuneration policy and the total individual remuneration packages for the executive directors of the Company and the Group, approving the rules and basis for participation in any performance related pay schemes, share incentive schemes and pension arrangements, and obtaining reliable and up-to-date information about remuneration in other companies. The work of the Remuneration Committee includes the preparation of an annual remuneration report for the Group.

APR ENERGY PLC (Company No 7062201)
(the "Company")
REMUNERATION COMMITTEE TERMS OF REFERENCE

1. MEMBERSHIP
1.1 Members of the Remuneration Committee shall be appointed by the Board of the Company (the “Board”), on the recommendation of the Nominations Committee and in consultation with the Chairman of the Remuneration Committee.
1.2 The Board shall appoint the Chairman of the Remuneration Committee who shall be an independent non-executive director but may not be the Chairman of the Company.
1.3 The Remuneration Committee shall be made up of at least three members, the majority of whom shall be independent non-executive directors of the Company. The Chairman of the Company may also serve on the Remuneration Committee as an additional member if he or she was considered independent on appointment as Chairman of the Company.
1.4 Appointments to the Remuneration Committee shall be for a period of up to three years, which may be extended for two further three-year periods, provided the majority of the Remuneration Committee member remain independent non-executive directors and any other criteria for membership of the Remuneration Committee is still met.
2. DUTIES AND AUTHORITY
2.1 The Remuneration Committee is authorised by the Board to seek any information it requires from any employee of the Company in order to perform its duties and all employees are directed to cooperate with any request made by the Remuneration Committee.
2.2 In connection with its duties, the Remuneration Committee is authorised by the Board at the Company's expense:-
2.2.1 to obtain any outside legal or other professional advice; and
2.2.2 within any budgetary restraints imposed by the Board, to appoint remuneration consultations and to commission or purchase any relevant reports, surveys or information which it deems necessary to help fulfill its duties.
2.3 The Remuneration Committee shall:-
2.3.1 determine and agree with the Board the framework or broad policy for the remuneration of the Chief Executive, Chairman of the Company, the executive directors, the company secretary and such other members of the executive management as it is designated to consider. The remuneration of non-executive directors shall be a matter for the Chairman of the Remuneration Committee and the executive members of the Board. No director or manager shall be involved in any decisions as to their own remuneration;
2.3.2 in determining such policy, take into account all factors which it deems necessary. 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;
2.3.3 review the ongoing appropriateness and relevance of the remuneration policy;
2.3.4 approve the design of, and determine targets for, any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;
2.3.5 review the design of all share incentive plans. For any such plans, determine each year whether awards will be made and, if so, the overall amount of such awards, the individual awards to executive directors and other senior executives and the performance targets to be used;
2.3.6 determine the policy for, and scope of, pension arrangements for each executive director and other senior executives;
2.3.7 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 recognised;
2.3.8 within the terms of the agreed policy and in consultation with the Chairman of the Company and/or Chief Executive as appropriate, determine the total individual remuneration package of each executive director and other senior executives including bonuses, incentive payments and share options or other share awards;
2.3.9 in determining such packages and arrangements, give due regard to any relevant legal requirements, the provisions and recommendations in the Combined Code, UK Corporate Governance Code and the UK Listing Authority's Listing Rules and associated guidance as applicable;
2.3.10 review and note annually the remuneration trends across the Company or Group;
2.3.11 oversee any major changes in employee benefits structures throughout the Company or Group;
2.3.12 agree the policy for authorising claims for expenses from the Chief Executive and Chairman of the Company;
2.3.13 ensure that all provisions regarding disclosure of remuneration, including pensions, are fulfilled;
2.3.14 be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Remuneration Committee;
2.3.15 obtain reliable, up to date information about remuneration in other companies;
2.3.16 make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed; and
2.3.17 at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
3. PROCEDURE
3.1 Only members of the Remuneration Committee have the right to attend Remuneration Committee meetings. However, other individuals such as the Chief Executive, the head of Human Resources, the Chief Financial Officer and external advisers may be invited to attend for all or part of any meeting as and when appropriate.
3.2 In the absence of the Chairman of the Remuneration Committee and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting.
3.3 The company secretary or their nominee shall act as the secretary of the Remuneration Committee.
3.4 The quorum necessary for the transaction of business shall be two.
3.5 A duly convened meeting of the Remuneration Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Remuneration Committee.
3.6 The Remuneration Committee shall meet at least twice a year and at such other times as the Chairman of the Remuneration Committee shall require.
3.7 Meetings of the Remuneration Committee shall be summoned by the secretary of the Remuneration Committee at the request of any of its members.
3.8 Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Remuneration Committee, any other person required to attend and all other non-executive directors, no later than five working days before the date of the meeting. Supporting papers shall be sent to Remuneration Committee members, and to other attendees as appropriate, at the same time.
3.9 The secretary shall minute the proceedings and resolutions of all Remuneration Committee meetings, including the names of those present and in attendance.
4. REPORTING
4.1 Minutes of Remuneration Committee meetings shall be circulated promptly to all members of the Remuneration Committee and, once agreed, to all members of the Board, unless a conflict of interest exists.
4.2 The Chairman of the Remuneration Committee shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
4.3 The Chairman of the Remuneration Committee shall attend the Annual General Meeting of the Company and be prepared to respond to any shareholder questions on the Remuneration Committee's activities and responsibilities.
4.4 The Remuneration Committee shall produce an annual report of the Company's remuneration policy and practices which will form part of the Company's Annual Report and ensure each year that it is put to shareholders for approval at the Annual General Meeting.
Adopted by resolution of the Board on 18th July 2012