Annual Report
and Accounts 2007

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• Chairman & executive directors
• Non-executive directors
• Report of the directors
• Corporate governance
• Directors' remuneration report
  • The Remuneration Committee
  • Compensation
  • Components of executive remuneration
  • Total shareholder return performance
  • Service contracts
  • Chairman and non-executive directors
  • Directors' remuneration
  • Share options
  • Medium Term Performance Plan
  • Restricted Stock Award
  • Citizens Long Term Incentive Plan
  • Directors' pension arrangements
• Directors' interests in shares
• Statement of directors' responsibilities

The Remuneration Committee

The members of the Remuneration Committee are Bob Scott (Chairman), Colin Buchan, Jim Currie, Janis Kong, Sir Tom McKillop and Peter Sutherland. The members of the Remuneration Committee comprise independent non-executive directors, together with the Chairman of the Board.

During the year, the Remuneration Committee received advice from Watson Wyatt and Mercer on matters relating to directors' remuneration in the UK (Watson Wyatt) and US (Mercer), together with advice from the Group Director, Human Resources and the Group Secretary and General Counsel on general remuneration matters. In addition, the Remuneration Committee has taken account of the views of the Group Chief Executive on performance assessment of the executive directors.

In addition to advising the Remuneration Committee, Watson Wyatt provided professional services in the ordinary course of business, including actuarial advice and benefits administration services to subsidiaries of the Group and investment consulting and actuarial advice to the trustees of some of the Group's pension funds. Mercer provided advice and support in connection with a range of compensation benefits, pension actuarial and investment matters. The advisers to the Remuneration Committee are appointed independently by the Committee, which reviews its selection of advisers annually. The Committee is satisfied that the consultants from Watson Wyatt and Mercer who advise the Committee operate independently of the consulting teams undertaking other work with the Group.