Tanfield Group PLC
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DIRECTORS' REMUNERATION REPORT
Remuneration Committee

The company has established a Remuneration Committee which is constituted in accordance with the
recommendations of the Combined Code. The members of the committee are JN Bridge and M Groak who are
both non-executive directors and the committee is chaired by JN Bridge.

In determining the directors' remuneration for the year, the committee consulted the Chief Executive DS Kell
and the Finance Director CD Brooks about its proposals.
Remuneration Policy

The policy of the committee is to reward executive directors in order to recruit, motivate and retain high quality
executives within a competitive market place.

There are four main elements of the remuneration packages for executive directors and senior management:
·
Basic annual salary (including directors' fees) and benefits;
·
Annual bonus payments;
·
Share option incentives; and
·
Pension arrangements.

Basic salary

Basic salary is reviewed annually in March with increases taking effect from 1 April. In addition to basic salary, the
executive directors also receive certain benefits in kind, principally private medical insurance.

Annual bonus

The committee establishes the objectives which must be met for each financial year if a cash bonus is to be paid.
The purpose of the bonus is to reward executive directors and other senior employees for achieving above average
performance which also benefits shareholders. Whilst bonuses awarded in prior years relating to prior year
performance were paid in 2008, no bonuses were awarded or paid in relation to 2008 performance.

Share options

The executive and non-executive directors have options granted to them under the terms of the Share Option
Scheme. There are no performance conditions attached to the share options. No share options were awarded in
2008.
Pension arrangements

Executive directors are members of a money purchase pension scheme to which the group contributes. Their
dependants are eligible for dependants' pension and the payment of a lump sum in the event of death in service.
No other payments to directors are pensionable.

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Tanfield Group PLC
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DIRECTORS' REMUNERATION REPORT (continued)

Directors' contracts

It is the company's policy that executive directors should have contracts with an indefinite term providing for a
maximum of one year's notice. In the event of early termination, the directors' contracts provide for compensation
up to a maximum of basic salary for the notice period.

Non-executive directors

The fees of non-executive directors are determined by the board as a whole having regard to the commitment of
time required and the level of fees in similar companies.

Non-executive directors are employed on renewable fixed term contracts not exceeding three years.
Performance graph

The following graph shows the company's performance, measured by closing share price, compared with the
performance of the FTSE Aim All Share Index which has been selected by the Board as being the most appropriate
measure as no readily identifiable benchmark group of companies exists.
Aggregate directors' remuneration
The total amounts for director's remuneration were as follows:
2008
2007
£000's
£000's
Emoluments
1,379
1,339
Gain on exercise of share options
-
10,015
Money purchase pension contributions
87
60
Total
1,466
11,414


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Tanfield Group PLC
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DIRECTORS' REMUNERATION REPORT (continued)
Directors emoluments
Salary
Benefits
in kind
Bonuses
Total
2008
Total
2007
Pension
Total
2008
Pension
Total
2007
£000's
£000's
£000's
£000's
£000's
£000's
£000's
Executive Directors
RRE Stanley
119
18
150
287
369
18
19
DS Kell
227
18
167
412
438
22
16
CD Brooks
161
18
92
271
270
15
12
BJ Campbell
161
18
92
271
200
31
13
GE Allison*
24
-
24
48
-
1
-
Non Executive Directors
JN Bridge
25
-
5
30
25
-
-
M Groak
25
-
5
30
25
-
-
C Billiet
25
-
5
30
12
-
-
767
72
540
1,379
1,339
87
60

*GE Allison was appointed to the board on 23 Sept 2008.
Directors share options
As at
31/12/2007
Granted/
Lapsed
Exercised
As at
31/12/2008
Exercise
Price
(pence)
Market
Price at
date of
exercise
(pence)
Date from
which
normally
exercisable*
Expiry Date
DS Kell
2,056,671
-
-
2,056,671
20p
01/03/2009
01/03/2016
4,300,000
-
-
4,300,000
20p
02/01/2010
02/01/2017
6,356,671
-
-
6,356,671
RRE Stanley
4,000,000
-
-
4,000,000
20p
02/01/2010
02/01/2017
CD Brooks
1,250,000
-
-
1,250,000
23p
14/06/2009
14/06/2016
1,000,000
-
-
1,000,000
20p
02/01/2010
02/01/2017
2,250,000
-
-
2,250,000
BJ Campbell
700,000
-
-
700,000
1p
14/09/2008
14/09/2015
250,000
-
-
250,000
20p
01/03/2009
01/03/2016
1,600,000
-
-
1,600,000
20p
02/01/2010
02/01/2017
2,550,000
-
-
2,550,000
JN Bridge
150,000
-
-
150,000
20p
01/03/2009
01/03/2016
M Groak
150,000
-
-
150,000
20p
01/03/2009
01/03/2016
15,456,671
-
-
15,456,671
* Certain share option agreements have a clause that allows the options to be exercised early if market
capitalisation exceeds a certain level.

On 31 December 2008 the market price of the ordinary shares was 5p. The range during 2008 was 3.5p to
124.75p.

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Tanfield Group PLC
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DIRECTORS' REMUNERATION REPORT (continued)
Approval

This report was approved by the board of directors and authorised for issue on 16 April 2009 and signed on its
behalf by:

John Bridge
Chairman of Remuneration Committee

16 April 2009