Estructura orgánica

The Committee comprises Karen McPherson (Chairman), John Bennett, and Roger Devlin all of whom were members throughout the year.

The Chairman of the Company and Chief Executive have assisted the Remuneration Committee in their deliberations on other Directors’ remuneration. The Company Secretary is in attendance at the meeting to provide the Committee with any additional advice that is required. The frequency of, and attendance by members at, Remuneration Committee meetings is set out on page 43 of the report and accounts.

The Remuneration Committee appointed and received wholly independent advice on executive compensation from PricewaterhouseCoopers (‘PwC’). Alan Hearne 1 Fixed 34.4% 2 Variable 65.6% 1 2 Peter Dowen 1 Fixed 44.3% 2 Variable 55.7% Gary Young 1 Fixed 44.4% 2 Variable 55.6% 1 2 1 2 Phil Williams 1 Fixed 44.2% 2 Variable 55.8% 1 2

Analysis of fixed versus performance related pay for Executive Directors 2010

Notes:

Fixed compensation comprises:

Basic salary

Pension Contribution Benefits

Variable compensation comprises:

Maximum contribution under the Bonus Plan

Report and Accounts 2010

50

Remuneration Committee - Terms of Reference

The terms of reference of the Remuneration Committee are as set out below:

n the Committee has been delegated

responsibility by the Board to determine and agree with the Board the framework or broad policy for remuneration of the Executive Directors and Senior Employees of the Company; the remuneration of Non-Executive-Directors is a matter for the executive members of the Board who, when necessary, take advice from the independent consultants. No Director or manager is involved in any decisions as to their own remuneration;

n within the terms of the agreed policy,

to determine the total individual remuneration package of each Executive Director including, where appropriate, bonuses, benefits, and long term incentive allocations;

n the quorum necessary for the

transaction of business is 2 members. A duly convened meeting of the 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 Committee;

n to determine the policy for and scope

of pension arrangements for each Executive Director;

n to determine targets for any

performance related pay and share schemes operated by the Company;

n in determining such packages and

arrangements, give due regard to the comments and recommendations of the Combined Code as well as the Listing Rules of the Financial Services Authority and associated guidance;

n to 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, in line with the statement of best practice in the ABI guidelines;

n to ensure that provisions regarding

disclosure of remuneration, including pensions, as set out in The Large & Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 and the UK Corporate Governance Code, are fulfilled;

n to be aware of and advise on any

major changes in employee benefit structures throughout the Company or Group;

n to be exclusively responsible for

establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee;

n to meet as required during the year;

and

n to report the frequency of, and

attendance by members at, Remuneration Committee meetings in the annual report.

Background

The Remuneration Committee indicated in its 2008 Report that it was reviewing the operation of the Company’s executive annual bonus arrangements and long- term incentives upon the expiry of the shareholder approval for the RPS Group Plc Long-Term Incentive Plan (the “LTIP”) in the context of its whole remuneration policy in line with best practice.

The Remuneration Committee started the consultation process in November 2009 with its major shareholders on a new incentive plan, the RPS Group Plc Bonus Plan (the ‘Bonus Plan’). This exercise was completed in the first quarter of 2010. Feedback was sought from and provided by shareholders and as a result of this the final design and operation of the Bonus Plan was amended and broad shareholder support confirmed.

The Bonus Plan replaced the annual bonus plan and LTIP for Executive Directors for 2010. Full details of the Bonus Plan are set out below.

Remuneration policy

The Remuneration Committee’s policy for 2010 was to set the main elements of the remuneration package in order to reflect:

n the performance of the individual

concerned;

n the performance of the business

unit(s) for which he/she is responsible;

n in the case of the Group directors,

the performance of the Group as a whole; and

n the relevant market(s) for the

executives and the terms and conditions prevailing in those markets. The Committee recognises that the main competitors of the Group and, therefore, comparators for the remuneration are found outside the group of companies that are listed. In consequence, the Committee needs to reflect that in its deliberations including RPS’ market leading position in a number of those markets. The Committee is, in addition, mindful of trends and best practice amongst listed companies of a similar size in the Support Services sector.

The policy is designed to attract, retain and motivate individuals by providing the opportunity to earn competitive levels of compensation provided performance is delivered, whilst remaining within the range of compensation offered by similar companies.

Directors’ remuneration is the subject of annual review in accordance with this policy. Additionally, it focuses on the contribution to the continued long term growth and success of the Company and seeks to align Director interests with those of the Company, employees and shareholders.

Management & Governance

51

The charts on page 49 demonstrate the proportion of the maximum potential compensation which is performance related for each Executive Director.

Base salary

When determining the salary of the Executive Directors the Remuneration Committee takes into consideration:

n the performance of the Group as

a whole;

n the performance of the individual Executive Director both for the Group and the businesses under his control;

n pay and conditions throughout the

Company; and

n the market conditions in the sector the Group operates in.

The results of this exercise are then benchmarked against an independently established group of listed companies. This group is identified independently by PwC.

The basis of selection of the group is:

n companies within the same sector as the Company; and

n companies with a range of market

capitalisations such that the Company sits within the middle of the comparator group. This group is reviewed on an annual basis..

The companies comprising the comparator group used in the last review were as follows: Aggreko Plc Alfred McAlpine Plc Amec Plc Ashtead Group Plc Atkins WS PLC

Babock International Group BPP Holdings PLC BSS Group PLC Bunzl PLC Connaught Plc

Davis Service Group PLC De La Rue Plc Diploma Plc Electrocomponents Plc Filtrona PLC Galiform Plc Hays PLC Homeserve PLC Interserve PLC Intertek Group PLC John Menzies Plc Lavendon Group Plc Michael Page International Plc Mitie Group

Mouchel Group PLC PayPoint PLC Premier Farnell PLC Regus PLC

Scott Wilson Group Plc Serco Group Plc Shanks Group Plc SIG PLC Speedy Hire PLC SThree PLC Travis Perkins PLC White Young Green PLC WSP Group PLC

The Committee has access to information on the pay and conditions of other employees in the Group when determining the remuneration packages for Executive Directors. The Remuneration Committee actively considers the relationship between general changes to employees pay and conditions and any proposed changes in the remuneration packages for Executive Directors to ensure it can be sufficiently

robust in its determinations in light of the position of the Company as a whole. Taking account all of the above factors the Executive Directors were all awarded a basic salary increase of 2.5% as at 1 January 2010.