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Directors' Remuneration Report

Remuneration committee

This report has been approved by the Board and the Remuneration Committee (the “Committee”). Shareholders will be invited to approve the report at the 2008 Annual General Meeting.

Composition of the Committee

The members of the Committee who served during the year, all of whom were independent Directors, were:

Barry Gibson (Chairman)
Roger Devlin (appointed to the Committee 19 December 2007)
Sue Lyons (resigned 19 December 2007)
Tim Score

Role of the Committee

The key responsibilities of the Committee are to:

  • determine the fees of the Chairman;
  • determine the remuneration and conditions of employment (including any termination arrangements) of the Executive Directors;
  • approve the remuneration and conditions of employment of the Divisional Chief Executives and Company Secretary;
  • review the remuneration and conditions of employment of the senior management team; and
  • select and appoint any remuneration consultants who advise the Committee.

The full terms of reference of the Committee are available on the Company’s website at www.nationalexpressgroup.com

Advisors to the Committee

The Committee has appointed independent remuneration consultants, New Bridge Street Consultants LLP (NBSC), to advise on all aspects of senior executive remuneration. NBSC has no other connection with the Group other than in the provision of advice on executive and employee remuneration.

The Chief Executive and Chief Executive UK Division provide guidance to the Committee on remuneration packages for senior executives employed by the Group (but not in respect of their own remuneration).

Activities of the Committee

During the year the Committee considered the following items of business:

  • Executive Directors’ and senior executives’ salary levels and 2006 annual bonus awards.
  • Annual bonus scheme terms for 2007.
  • Review of the Chairman’s fees.
  • The total shareholder return comparator group used in the Long Term Incentive Plan’s performance condition.
  • 2007 award levels under the Company’s Long Term Incentive Plan and WMT Long Service Option Scheme.
  • Testing of performance conditions and vesting of Executive Share Options granted in 2004.
  • Long Term Incentive Plan entitlements upon redundancy.

The Committee’s recommendations in 2007 were all accepted and implemented by the Board.

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