The Role of The Remuneration Committee

Main Compensation Committee Responsibilities: The main responsibility of the Compensation Committee is to assist the Board of Directors in developing compensation policies that meet our long-term objectives. The committee should consider and recommend remuneration policy applicable to each employee level of the company. The committee should ensure that special attention is paid to compensation of the company's most senior officers and remuneration of part-time directors of the board.

The role of the Compensation Committee is to propose an advanced remuneration strategy and framework to ensure business finance and business soundness. Their work also involves ensuring that directors and senior managers gain fair profits from their contribution to their business. In December 2011, the Committee reviewed the bonus plan and annual review of basic salary and benefits of all executive directors and senior management positions. We also analyzed the stock holding guidelines of the directors and the performance of each director. In addition, performance indicators and targets for 2012/12 fiscal year Stock Plan Awards and Committee Results for 2011/2012 were also evaluated. (Marks and Spencers Plc, 2012)

The Board of Directors will establish a compensation committee to manage compensation package of executive directors. Most committee members consist of part-time directors. Apart from the performance of individual directors, the compensation package is based on the Group's performance. The committee will be held as often as necessary to deal with all aspects of remuneration and executive officer mission conditions. The structure of the salary level is designed to motivate and encourage directors to manage the group at the highest performance level. Remuneration of part-time directors is determined by the Board of Directors. Shareholders' expenses will be approved by shareholders at the annual general meeting ("AGM").

A compensation committee has been set up to decide the compensation of executive committee members. The committee consists of at least three part-time directors, chaired by independent directors. All compensation package of the director is disclosed in the annual report and must detail all elements including fixed fee and performance fee. Another essential requirement is that the Board of Directors must decide the remuneration of a part-time director.