Corporate governance.

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Remuneration Committee /

The Remuneration Committee is chaired by Lorraine Trainer. The other two members of the Committee are John Brady and John Napier. Both Lorraine Trainer and John Brady are independent non-executive directors and John Napier was considered to be independent on his appointment as Chairman in July 2008. The Corporate Governance Code suggests a remuneration committee should comprise at least three independent non-executive directors in addition to the chairman of the Board, however the Board continues to consider the current composition of the Committee to be effective, efficient and appropriate to the Company’s needs.

Members of the Committee have no conflict of interest arising from cross directorships. Members of the Committee have no personal financial interest, other than as shareholders, in the Committee’s decisions.

Meetings of the Committee were generally attended, in whole or in part, by the Chief Executive Officer, the Group human resources director and the company secretary. Two meetings of the Committee were also attended, in part, at the invitation of the chairman, by the Chief Financial Officer. Apart from members of the Committee, no-one attending its meetings is present as of right and no-one (including members of the Committee) attends when their own remuneration is discussed.

The Committee usually meets five times a year and more frequently if required. It met 6 times in 2011. Its main responsibilities are:

determining and recommending the policy and framework for the remuneration of the Chairman, Chief Executive Officer and executive directors
within policy terms and in consultation with the Chairman, Chief Executive Officer and external advisers as appropriate, determining the total remuneration packages of the Chairman, Chief Executive Officer and other executive directors
considering proposals in relation to other senior executive management
overseeing the design of the Group’s share based long term incentive schemes, including approving the value of awards and overseeing the operation of performance conditions.

During the year the principal business of Committee meetings included the following:

determining the remuneration payable to certain senior employees on their appointment to the Group
adopting the rules for the bonus–related share scheme linked to the revised bonus scheme introduced for Aegis Media in 2010 and reported last year
conducting the annual review of base salaries for executive directors and the Chief Executive Officer’s recommendation for his executive team based on review of actual performance
the consideration and approval of bonus payments for 2010
ongoing review and monitoring of performance conditions for vesting awards under the Group’s performance share plans and long term incentive plans and agreeing adjustments as reported last year
adjusting the shareholding guidelines associated with the 2003 ESOS and performance share plan as reported last year
approving new awards under the Group’s performance share plans
reviewing the Group’s executive incentive and reward arrangements and adjusting the trigger measure for Aegis Media and Aegis Group plc executive staff bonuses from operating profit to, respectively, profit before management charge and shareholder profit
drafting of the Remuneration report
reviewing the design of the Group’s share schemes
approving the termination arrangements for Robert Philpott, CEO of Synovate, and other senior managers following conclusion of the sale of Synovate
considering the impact of the Synovate disposal on the outstanding awards and options held by Synovate employees
following the sale of Synovate and the Group’s withdrawal from market research activities, considering the continued appropriateness of the TSR peer group and the calculation of eps under the long term incentive schemes and agreeing adjustments.

Nomination Committee /

The Nomination Committee comprises all of the non-executive directors together with the Chief Executive Officer and is chaired by the Chairman of the Board. The Committee meets as and when required but at least once a year.

The Committee is responsible for:

reviewing the Board structure, size and composition
identifying and nominating to the Board candidates for appointment or re-appointment as directors
reviewing the renewal or otherwise of terms of appointment for non executive directors, with any individual in question not taking part in the discussion.

During the year the Committee’s principal business included considering and recommending to the Board the renewal of the appointment of John Napier and the retirement by rotation and re-election of Harold Mitchell, Robert Philpott and Lorraine Trainer at the 2011 Annual General Meeting.

Employee concerns /

As mentioned above, the Group has arrangements in place that allow employees, in confidence, to raise concerns about possible wrongdoing in matters of financial reporting or other matters, without fear of reprisal, provided that such concerns are raised in good faith. The Audit Committee reviews these arrangements to ensure that there is proportionate and independent investigation of any reported concerns and that appropriate follow up action is taken.

Relations with shareholders /

The Board encourages an active policy of regular, constructive dialogue with its shareholders, which is led by the Chairman, Chief Executive Officer and Chief Financial Officer.

Executive directors meet regularly with major shareholders. The Board encourages investor contact, including holding one-to-one meetings and group events with existing shareholders and non-holders alike. During the year executive directors held investor meetings in North America and the UK. Non-executive directors are also available to meet with institutional shareholders on request.

JP Morgan Cazenove, the Group’s joint financial advisers, provide the Board with written reports (covering changes in valuation and ownership, market and sector issues) on a monthly basis, and along with Numis Securities are available for shareholder relations advice.

The Annual General Meeting is an opportunity for shareholders to address questions to the Chairman and the respective chairmen of the Board committees or other members of the Board directly.

Published information, including press releases, presentations and webcasts of our results meetings, is available on our corporate website, www.aegisplc.com.

Further information about the Group can be obtained by contacting 0207 070 7700 or communications@aegisplc.com.

Andrew Moberly
Company Secretary

14 March 2012

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