32 Finsbury Food Group Annual Report & Accounts 2017

Consideration by the Directors of Matters Relating to Directors’ Remuneration The Remuneration Committee comprises R Duignan (Chairman) and M Millard. The Company Secretary attends the meeting as secretary to the Committee. The Committee’s responsibilities are:

• Maintaining the remuneration policy; • Reviewing the remuneration packages of the Executive Directors; • Monitoring the level and structure of the remuneration of Senior Management; and • Production of the Annual Report on Directors’ remuneration.

The Chief Executive Officer and Group Finance Director occasionally attend meetings and provide information and support as requested.

Advisors During the financial year the Committee received advice from Deloitte LLP. The Committee is satisfied that the advice received is independent and objective. Deloitte is a founding member of the Remuneration Consultants Group and voluntarily operates under the Code of Conduct in relation to executive remuneration consulting in the UK.

Implementation of Directors’ Remuneration Policy for the Financial Year Commencing 2 July 2017 Information on how the Company intends to implement the Directors’ Remuneration Policy for the financial year commencing on 2 July 2017 is set out below.

Salaries/Fees Salary increases for 2017-18 will be reviewed in September and details provided in the Remuneration Report next year.

The Non-Executive Director basic fees remain at £50,000 from 1 July 2017. The Chairman’s fee was increased to £85,000 with effect from 1 July 2017.

Annual Bonus Annual bonus for the Executive Directors will continue to be subject to the achievement of stretching EBITDA performance targets with payment made 50% in cash and 50% in shares. The Committee considers EBITDA to be the key short-term financial measure.

Long-term Incentives Awards under the LTIP will be made following the announcement of our results and the Committee will discuss the performance conditions which will apply, although anticipate that this will continue to be absolute EPS targets and relative TSR against the FTSE Small Cap. The targets will be disclosed in the Remuneration Report next year.

Approval This Report was approved by the Board on 15 September 2017 and signed on its behalf by:

Raymond Duignan Chairman of the Remuneration Committee

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