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Executive Directors' and the Senior Executive Team's remuneration and terms of employment

Illustration of fixed and variable remuneration

Based on AstraZeneca’s remuneration policy, the charts below illustrate the potential weighting given to fixed and variable elements of the remuneration package at Executive Director level. Performance-related elements of the package are shown on an ‘Expected Value’ basis, and in the event that performance conditions are not met, such elements would not deliver any value. The ‘Expected Value’ approach considers the range of possible outcomes and the probability attached to each, in order to provide a value that represents the average that would be delivered if the arrangements were operated over many years. The ‘Expected Value’ for bonus payment is taken to be the target payout level.

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Fixed remuneration

All Executive Directors’ terms and conditions are UK-based, apart from David Brennan’s pension and health insurance arrangements, which are described below.

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Basic salary

The basic salary for each Executive Director and SET member is determined by the Remuneration Committee. Recognising the external economic environment, the Remuneration Committee did not increase the salaries of Executive Directors or other members of the SET for 2009, other than in respect of situations where additional responsibilities had been taken on. Salary decisions reflect the experience and sustained performance of the individuals to whom they apply, taking account of market competitiveness and the level of increases applicable to employees in the wider Group. For the Executive Directors and other members of the SET, the policy has been to position salaries at or slightly above the median of the relevant market.

EXECUTIVE DIRECTORS’ SALARIES 2009
Executive Director Annual salary
in 2008
£
Annual salary
in 2009
£
% Increase
David Brennan 972,900 972,900 0
John Patterson1 540,000 540,000 0
Simon Lowth 550,000 550,000 0

1John Patterson will retire from the Board on 31 March 2009.

COMPONENTS OF REMUNERATION - EXPECTED VALUE BASIS COMPONENTS OF REMUNERATION - EXPECTED VALUE BASIS

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Pension arrangements

The table in the Pensions section gives details of the changes in the value of the Executive Directors’ accrued pensions during 2008.

US Executive Directors’ pension arrangements

David Brennan is a member of the AstraZeneca US Defined Benefit Pension Plan, by virtue of his membership of pension plans applicable to legacy Astra Merck employees. Benefits for members of this plan are delivered on a tax-qualified basis, with accrued benefits that exceed specific limits under the plan’s formula and the US Tax Code being delivered through a supplementary, non-qualified plan. The normal pension age under both plans is 65.

As previously disclosed, in September 2008, David Brennan satisfied a condition in the pension plan relating to combined age and service exceeding 85 years, which is a condition that applies to all members within the pension plan. On leaving or retiring from employment, he is eligible to take a pension or lump sum equivalent based on accrued service and final pensionable pay (ie without actuarial reduction). This change in status under the pension plan triggered an increase in transfer value during 2008.

David Brennan’s participation in the pension plan is subject to a service cap at 35 years service, which will be attained in January 2011, after which no further service accrual can be earned.

Members and, in the event of death, surviving spouses/dependants can elect to take pensions in lump sum form based on actuarial valuation.

In addition, David Brennan is a contributing member of the US 401(k) savings plan2, as applies to all US employees.

In the event of a US participant becoming incapacitated then permanent health insurance cover will provide continuation of a proportion of salary, subject to the satisfaction of certain medical criteria.

2The 401(k) savings plan is a qualified plan to which eligible employees may make salary-deferral contributions on a post-tax and/or pre-tax basis. Employers may also make matching or non-elective contributions to the plan. There is a supplementary non-qualified plan in place for all eligible employees whose earnings exceed specific limits.


UK Executive Directors’ pension arrangements

UK Executive Directors have the option to participate in the UK Pension Fund according to their eligibility, or to take a cash allowance in lieu of pension. The cash allowance is consistent with the appropriate value of the alternative gross pension benefit.

John Patterson (Executive Director, Development) elected to take the cash allowance in lieu of pension for the option year 2008/2009 (as detailed in the pensions table).

In respect of pension accrued up to that point he remains a member of the AstraZeneca main UK defined benefit pension plan. The normal pension age under this plan is 62. However, a member’s accrued pension is available from age 60 without any actuarial reduction. John Patterson, having reached age 60 in January 2008, on retiring on 31 March 2009, will be eligible to take a pension based on accrued service and final pensionable pay.

On death in retirement, the accrued pension is guaranteed payable for the first five years of retirement and then reduces to two-thirds of this amount should there be a surviving spouse or other dependant. Any member may choose higher or lower levels of survivor’s pensions at retirement, subject to HM Revenue & Customs limits, in return for an adjustment to their own pension of equivalent actuarial value. Pensions are also payable to dependent children.

Pensions in payment are increased annually in line with inflation, as measured by the UK Retail Prices Index, up to a maximum of 5%.

Simon Lowth (Chief Financial Officer) is eligible to join AstraZeneca’s main UK defined contribution pension plan at a Company contribution rate of 24% of annual basic salary, or alternatively, to take the Company contribution as a cash allowance. For the option year 2008/2009, he has elected to take the cash allowance (as detailed in the pensions section).

In the event of a senior employee in the main UK defined benefit pension plan becoming incapacitated, then a pension is payable immediately as if such person had reached normal retirement age (subject to a maximum of 10 years’ additional service), based on current pensionable salary. In the event of a member’s death prior to retirement, dependants are entitled to a pension of two-thirds of the pension that would have been earned had the deceased remained in service to age 62, plus a capital sum of four times pensionable pay.

In the event of a senior employee in the main UK defined contribution pension plan (or where an alternative cash allowance has been taken) becoming incapacitated, then permanent health insurance cover provides continuation of a proportion of salary subject to the satisfaction of certain medical criteria. In the event of death prior to retirement, dependants are entitled to a pension and/or lump sum secured from a multiple of ten times salary.

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Benefits

In conjunction with the majority of employers, certain benefits are made available to the Executive Directors and members of the SET via local benefits programmes offered by AstraZeneca. Benefits under these programmes typically include health care, insurances and facilitated car purchase arrangements.

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Variable remuneration

Executive Directors and members of the SET are eligible to participate in a number of different elements of variable pay, which are described below. The decision as to whether or not in any given year the Executive Directors and members of the SET receive any or all of their elements of variable pay is determined by the Remuneration Committee, which will typically have regard to the performance of the individual and will consider the elements of variable pay applicable to senior employees in other comparable organisations in making such a determination.

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Short-term bonus

Performance criteria

All Executive Directors and members of the SET are eligible for a short-term bonus. The basis for the payment of any short-term bonus is determined by reference to a range of factors linked to the underlying performance of AstraZeneca’s business, the performance of the functional area for which the individual is responsible and the performance of the individual in his or her role.

Structure and assessment of performance

The annual bonus for Executive Directors and members of the SET is based on performance criteria linked to the following targets:

  • 50% by reference to EPS targets set at the start of the financial year;
  • 25% by reference to measures and initiatives as set out in, or derived from, the strategy, goals and performance measurement table relevant to the individual’s functional accountability (or, in the case of the Chief Executive Officer, the average of these individual outcomes); and
  • 25% by a balance of qualitative and quantitative objectives that address overall business performance, the key elements of which are set out in the strategy, goals and performance measurement table.

Following a review by the Remuneration Committee, it has been agreed that the performance criteria for the determination of annual bonus for Executive Directors and members of the SET for bonus year 2009 will be adjusted to align with the current objectives and measures that are used by the business as follows:

  • 60% by reference to a group of Corporate objectives comprising: EPS and cash flow targets, together with objectives in each of the strategic priority areas identified by the Board for the business, the key elements of which are set out in the strategy, goals and performance measurement table; and
  • 40% by reference to individual measures and initiatives which link to the business objectives relevant to the individual’s functional accountability (or, in the case of the Chief Executive Officer, the average of these individual outcomes).

These changes will further enhance AstraZeneca’s emphasis on individual and business accountability. The key measures referred to above are clearly set out in the strategy, goals and performance measurement table, whereby Group and Functional objectives and measures are managed in a robust and consistent way and assessed by the SET as part of a Quarterly Business Review. The outcome of this process is rigorously scrutinised by the Board.

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Bonus ranges for 2009

For 2009, the bonus ranges for each Executive Director are shown below and are the same as for 2008.

Executive Director Bonus range for 2009
%
David Brennan 0 – 180
John Patterson1 0 – 150
Simon Lowth 0 – 150

1John Patterson’s bonus for 2009 will be considered by the Remuneration Committee in January 2010, when performance outcomes are known and, to the extent that any bonus is payable, will be based on his eligible earnings for the period in 2009 prior to retirement.

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Bonus outcomes for 2008

Executive Director Short-term bonus
(delivered as a combination of cash and shares, as shown in the table of emoluments)1
£000
Percentage
of salary
%
David Brennan 1,295 133
John Patterson 522 97
Simon Lowth 704 128

1Bonuses for Executive Directors are not pensionable.

Bonus outcomes for 2008 reflected performance in respect of EPS, together with overall business and financial outcomes and relevant functional performance against clear measures and initiatives in support of the strategic priorities and business objectives, the key elements of which are set out in the strategy, goals and performance measurement table, in relation to the following categories which are consistent with delivering shareholder value.

  • Strengthen the pipeline.
  • Grow the business.
  • Reshape the business.
  • Promote a culture of responsibility and accountability.

The bonus outcomes for the Executive Directors for 2008 are shown in the table above.

In respect of the assessment of bonuses for 2008, EPS (excluding restructuring and synergy costs), global sales and operating profit (excluding restructuring and synergy costs) were taken into account in particular by the Remuneration Committee, which also noted growth in the share price and relative total shareholder return (TSR) performance.

The Remuneration Committee also noted that the development pipeline now comprises 98 clinical projects. The Phase III portfolio remained constant with 10 projects. We delivered 32 FGLPs and delivered 17 first time in man. Good progress was made in product development life-cycle management with eight significant submissions across a number of jurisdictions, and two product submissions.

These achievements were underpinned by a continuing emphasis on cost discipline, improved productivity and performance management. Having assessed the Company’s performance as set out above, the Remuneration Committee is satisfied that the bonus payments that have been earned against stretching performance targets that were set at the start of the year are fully justified.

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Bonus share deferral requirements

Consistent with best practice, the Remuneration Committee has put in place a requirement that a certain proportion of any short-term bonus payment be deferred and invested into Ordinary Shares or American Depositary Shares (ADSs) in the Company acquired on the open market at the prevailing market price and held on behalf of individual Executive Directors and SET members by the Company for a period of three years from the date of acquisition. This arrangement is one of the ways in which, over time, Executive Directors and members of the SET will be able to build up a significant shareholding in the Company. Although the delivery of these shares to the individual after three years is not contingent on the continued performance of the Company, the Remuneration Committee has reserved the right to retrospectively alter bonus outcomes in circumstances where it does not consider that the delivery of shares is warranted by the underlying performance of the business. The proportion currently deferred into shares is one third of the pre-tax bonus for Executive Directors and one sixth for all other SET members. On leaving, participants would normally have to wait for the shares to be released at the end of the three-year period.

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Long-term incentive plans

Executive Directors and members of the SET may also be granted share options under the AstraZeneca Share Option Plan and awards under the AstraZeneca Performance Share Plan. The grant of such options and award of such shares are determined by the Remuneration Committee, as are the performance targets that apply to their vesting and/or exercise. Both of these schemes are intended to align the interests of Executive Directors and members of the SET with those of shareholders. Following the exercise of an option under the AstraZeneca Share Option Plan it is the expectation of the Remuneration Committee that Executive Directors and members of the SET will retain the net number of shares from the exercise for a period of not less than six months from the date of exercise.

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Shareholding guidelines

For Executive Directors and members of the SET, the Remuneration Committee has established target shareholding guidelines, under which it is expected that they build up their own holding of shares in the Company, equivalent to their basic salary. It is expected that these shareholding targets will be reached in part through shares delivered from the various LTI arrangements as well as the deferred part of the short-term bonus (described above).

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AstraZeneca Performance Share Plan

The AstraZeneca PSP was approved by shareholders at the AGM in 2005 and provides for the grant of performance share awards (Awards) over Ordinary Shares or ADSs in AstraZeneca PLC (together, the Shares).

Basis of participation

The Remuneration Committee is responsible for setting the policy for the way in which the PSP should be operated, including agreeing performance targets, identifying which employees should be invited to participate in the PSP and the level of Awards. Participation is highly selective and tends only to include senior employees on the basis of their performance. Awards are not pensionable and may not generally be assigned or transferred.

Generally, Awards can be granted at any time (although in practice they are awarded annually), but not during a close period of the Company. In 2008, the main grant of Awards was made on 28 March, with other awards approved by the Remuneration Committee in relation to, for example, new appointments or promotions granted on 22 August. The value of the shares subject to the Award is determined by reference to the market price of Shares over the three-day period immediately preceding the date of grant.

Details of Awards to Executive Directors are shown in the table in the Directors’ Interest in Shares section.

Performance conditions

Save in exceptional circumstances, which are prescribed in the PSP rules, the vesting of Awards is contingent on the satisfaction of specified performance targets and continued employment with the Group. In addition to the satisfaction of these performance targets, Awards will generally not vest until the third anniversary of the date of grant although Awards may vest in part on a time pro-rated basis where a participant ceases to be in relevant employment under certain circumstances during the vesting period to the extent that the performance targets have been met.

Performance period and vesting dates

In the case of all Awards granted so far, the performance target relates to the three-year period commencing on 1 January of the year of grant. Thus, for the Awards made in 2008, the performance period runs from 1 January 2008 to 31 December 2010. The vesting date is the third anniversary of the date of grant.

Performance targets

For all Awards so far to Executive Directors and SET members, the performance target is the Company’s TSR over the relevant three-year period compared with the TSR of a selected peer group of pharmaceutical companies for the same period. These companies are currently a total of 12: Abbott Laboratories, Bristol-Myers Squibb, Eli Lilly, GlaxoSmithKline, Johnson & Johnson, Merck, Novartis, Pfizer, Roche, Sanofi-Aventis, Schering-Plough and Wyeth.

TSR evaluates share price growth and dividends re-invested in respect of a notional number of shares, from the beginning of the relevant performance period to the end of it, and ranks the companies in the selected comparator group by reference to their TSR achieved over that period. The rank which the Company’s TSR achieves over the performance period will determine how many Shares will vest under the relevant Award, as per the vesting schedule shown in the table below:

TSR ranking
of the Company
Vesting percentage of
Shares under Award %
Below median 0
Median 30
Upper quartile 100
Between median and upper quartile Pro rata
Significantly above upper quartile up to 125

To alleviate any short-term volatility, the return index is averaged in the TSR calculations for each company over the three months prior to the start and end of the relevant performance period.

In addition to the TSR performance target being met for each Award as set out above, the Remuneration Committee also has to satisfy itself that achievement of the TSR performance target is a genuine reflection of the Company’s underlying financial performance and has the discretion to not allow Awards to vest or to only allow them to partially vest where this appears to the Remuneration Committee to be warranted.

The Remuneration Committee has the discretion to award Shares up to a further 25% over and above the Shares subject to the Award, if the Company’s TSR performance is substantially better than that of the upper quartile of the comparator group.

Individual limit

In respect of any financial year, the maximum market value of Shares that may be put under Award in respect of an employee is 500% of that employee’s basic salary. This limit excludes the above 25% maximum additional Shares that may vest, at the sole discretion of the Remuneration Committee, if the Company’s TSR performance is substantially above that of the upper quartile of the comparator group. For Awards to vest at this level, the Company would need to have sustained a level of performance well in excess of upper quartile over a period of years and the Remuneration Committee would need to be satisfied that this was warranted.

The actual individual limits that apply under the PSP, subject to this maximum, are set by the Remuneration Committee from time to time.

Performance under the AstraZeneca Performance Share Plan in 2008

The peer group graphs show, for each Award, how the Company’s TSR performance has compared with the TSR for the companies in the comparator group from the first day of the relevant performance period to 31 December 2008 and how the Company ranks against those other peer companies on this basis. We will continue to report on the performance of each Award against the relevant performance target during the relevant vesting period.

Change in control provisions

On a change in control of the Company as a result of a general offer to acquire the whole of the issued ordinary share capital of the Company, Awards will vest pro-rata to the time elapsed between the date of grant of the Award and the date of the change in control to the extent that the relevant performance targets have been met up to the date of the change in control (or the most practicable earlier date). The Remuneration Committee will, however, have discretion to take into account any other factors it believes to be relevant in determining the extent to which Awards will vest in these circumstances.

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AstraZeneca Share Option Plan

The AstraZeneca Share Option Plan (SOP) was approved by shareholders at the AGM in 2000 and provides for the grant of share option awards (Awards) over Ordinary Shares or ADSs in AstraZeneca PLC (together, the Shares).

This plan was approved for a period of 10 years. Recognising this, the Company intends to begin the process of consulting with key institutional shareholders during 2009 in relation to any proposal to adopt a new plan for 2010.

Basis of participation

The Remuneration Committee is responsible for setting the policy for the way in which the SOP should be operated, including agreeing performance targets and identifying which employees should be invited to participate and the level of Awards. Participation is highly selective and tends only to include senior employees on the basis of their performance (except in the US where for cultural reasons, participation in the SOP is more widespread). Awards are not pensionable and may not generally be assigned or transferred.

Generally, Awards can be granted at any time, but not during a close period of the Company. In 2008, grants of Awards were made on 28 March and 22 August. The exercise price is fixed by reference to the market price of Shares over the three-day period immediately preceding the date of grant.

Details of Awards to Executive Directors are shown in the table in the Share Options section.

Performance conditions

The AstraZeneca SOP, in particular, requires the Remuneration Committee, before agreeing to grant an Award to Executive Directors and others, to consider whether or not the underlying performance of the Company justifies a grant. In addition, it must also be satisfied that each individual nominated is performing to the necessary standard.

In agreeing grants of Awards in 2008, the Remuneration Committee took into account strong underlying financial performance and progress towards achieving longer-term goals.

As well as taking into account these performance considerations at the point of granting Awards, the Remuneration Committee imposed performance conditions in respect of the exercise of such Awards in respect of members of the SET (including the Executive Directors) which, in the view of the Remuneration Committee were considered appropriately stretching. In order for Awards to vest, the EPS of the Group must increase at least in line with the UK Retail Price Index plus 5% per annum on average, over a three year period, the base figure being the EPS for the financial year preceding the date of grant, with no re-testing. In addition, since the review of executive remuneration in 2004, the Remuneration Committee has included a condition that, if an event occurs which causes material reputational damage to the Company, such that it is not appropriate for the Awards to vest and become exercisable, the Remuneration Committee can make a determination to reflect this.

The Remuneration Committee also sought and received assurances that each individual proposed for the grant of an Award has been performing in a manner that justified a grant to them. There was some variation in the level of grants being proposed between individuals, to reflect differing levels of performance and their seniority within the business.

Change in control provisions

On a change in control of the Company as a result of a general offer to acquire the whole of the issued ordinary share capital of the Company, any unvested Awards vest immediately following the change in control. All outstanding vested Awards can be exercised during the period of six months from the date of the change in control. The Company will use its best endeavours to ensure that any shares acquired from an exercise following a change in control are subject to the same terms as shares of the same class were acquired under the general offer. Unexercised Awards will lapse at the end of the six-month period following a change in control or, if the Award is exchanged for an option relating to shares in a different company, the date of exchange, whichever is earlier.

Dilution

The dilutive effect of the grants of Awards on the Company’s issued share capital was also considered by the Remuneration Committee, in accordance with its commitment, reflecting the guidance of the Association of British Insurers, that the percentage of the issued share capital that could be allocated under all of the Company’s employee share plans over a period of 10 years should be under 10%. This commitment is applied by the Remuneration Committee in practice as a limit, on average, of under 1% per annum. The Remuneration Committee concluded that a grant of Awards to those plan participants and individual Executive Directors proposed for a grant was appropriate given the level of performance achieved. None of the other LTI arrangements currently operated by the Company have a dilutive effect because they do not involve the issue and allotment of new Shares or ADSs in the Company but rather rely on the market purchase of Shares or ADSs that have already been issued.

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Zeneca 1994 Executive Share Option Scheme

This plan was replaced by the AstraZeneca SOP. The last grant of options under this plan was in March 2000. Certain Executive Directors and members of the SET have options outstanding under this plan, all of which are exercisable, the performance conditions having been satisfied. A description of this plan can be found in Note 24 to the Financial Statements.

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Other plans

In addition to the plans described above, the Company operates a Share Incentive Plan and a Savings-Related Share Option Plan, both of which are UK HM Revenue & Customs approved plans. Certain Executive Directors and members of the SET are eligible to participate in these plans, more detailed descriptions of which can be found in Note 24 to the Financial Statements.

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Restricted Stock Unit Plans

The AstraZeneca Pharmaceuticals LP Restricted Stock Unit Award Plan (RSU Plan) was introduced in 2007 and provides for the grant of restricted stock unit awards (Awards) to selected employees (predominantly in the US). The MedImmune, Inc. 2008 Restricted Stock Unit Award Plan (MedImmune RSU Plan) was introduced in 2008 to make awards to employees of MedImmune. The RSU Plan and MedImmune RSU Plan are used in conjunction with the AstraZeneca SOP to provide a mix of restricted stock units and share options. Awards typically vest on the third anniversary of the date of grant and are contingent on continued employment with AstraZeneca. In 2008, Awards were made under these plans on 28 March and 22 August. Neither of these plans is used to make Awards to Executive Directors or SET members.

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Restricted Share Plan

The AstraZeneca Restricted Share Plan was introduced in 2008 and provides for the grant of restricted share awards to key employees, excluding serving Executive Directors. Awards are made on an ad hoc basis with variable vesting dates. The plan has been used twice in 2008 to make awards to four employees. The Remuneration Committee has responsibility for agreeing any awards under the plan and for setting the policy for the way in which the plan should be operated.

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Service contracts

Details of the service contracts for each of the Executive Directors, including their notice periods, are set out below. The notice periods in the Executive Directors’ service contracts are 12 months. It is the Board’s intention that, in the event of early termination of an Executive Director’s employment, any compensation payable under the service contract should not exceed the salary and benefits that would have been received had the contractual notice period been worked and this may be further reduced in line with the Executive Director’s duty to mitigate losses. Compensation for any bonus entitlement will be assessed initially as ‘on target’ but subject to adjustment by the Remuneration Committee to take account of the particular circumstances of the termination.

DETAILS OF EXECUTIVE DIRECTORS’ SERVICE CONTRACTS AT 31 DECEMBER 2008
Executive Director1 Date of
service contract
Unexpired term at
31 December 2008
Notice
period
David Brennan 1 January 2006 12 months 12 months
John Patterson 1 January 2005 12 months 12 months
Simon Lowth 5 November 2007 12 months 12 months

1None of the Executive Directors has any provision in their service contracts giving them a right to liquidated damages or an automatic entitlement to bonus for the duration of their notice period.

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Policy on external appointments and retention of fees

Subject to the specific approval of the Board in each case, Executive Directors and members of the SET may accept external appointments as non-executive directors of other companies and retain any related fees paid to them provided always that such external appointments are not considered by the Board to prevent or reduce the ability of the Executive to perform his or her role to the required standard. Such appointments are seen as a way in which Executives can gain a broader business experience and, in turn, benefit the Company.

John Patterson is a non-executive director of Cobham plc. In respect of such position, he retained the fees paid to him for his services which, in 2008, totalled £51,500.

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Non-Executive Directors

None of the Non-Executive Directors has a service contract. They are not eligible for performance-related bonuses or the grant of share options. No pension contributions are made on their behalf. None of the Non-Executive Directors has participated or will participate in any decision made by the Board in relation to the determination of their own fees. In addition to the mandatory shareholding requirement imposed on all Directors under the Company’s Articles of Association, in December 2008 the Board agreed that each Non-Executive Director should also be encouraged to build up, over time, a shareholding in the Company with a value approximately equivalent to the basic annual fee for a Non-Executive Director (£60,000) or, in the case of the Chairman, approximately equivalent to his annual fee (£325,000).

The Chairman’s and the Deputy Chairman’s annual fees are £325,000 and £100,000 respectively, and the annual fees applicable to other Non-Executive Directors are set out below.

non-executive directors’ fees
£
Basic Fee 60,000
Senior Non-Executive Director (an additional) 25,000
Membership of the Audit Committee or the Remuneration Committee 15,000
Chairman of the Audit Committee or the Remuneration Committee (an additional) 20,000
Membership of the Science Committee 10,000
Chairman of the Science Committee (an additional) 7,000

The remainder of this Report was subject to audit by KPMG Audit Plc.

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