The remuneration committee

The committee has responsibility for making recommendations to the Board on the Group’s policy regarding executive remuneration. The committee determines, on the Board’s behalf, the specific remuneration packages of the Chairman, the executive directors and a number of senior executives. A copy of the committee’s terms of reference is available on the Group’s website at www.rolls-royce.com.

The committee consists exclusively of independent, non-executive directors. During 2008, it was chaired by Carl Symon (until May 7, 2008) and by Helen Alexander CBE (from May 7, 2008). Its other members were Peter Byrom, Professor Peter Gregson and Dr John McAdam (from March 31, 2008).

In 2008, Simon Robertson, Chairman, Sir John Rose, Chief Executive, the Director – Human Resources and the General Counsel and Company Secretary, attended meetings by invitation of the committee but were not present during any discussion of their own emoluments.

The committee met on five occasions in 2008 and details of member’s attendance are set out in the table on page Board committees.

Advice to the remuneration committee
The committee may call for information and advice from advisers inside and outside the Group. In 2008, Simon Robertson and Sir John Rose made recommendations to the committee relating to the performance of their direct reports. Internal support to the committee was provided primarily by the Director – Human Resources, advised by Deloitte LLP. Additional advice was provided by senior employees from the human resources and finance functions.

The committee received advice on remuneration matters from Deloitte LLP, and the Company’s lawyers, Freshfields Bruckhaus Deringer LLP. During 2008, Deloitte LLP also advised the Group on tax, assurance, pensions and corporate finance and Deloitte MCS Limited provided consulting services.