Remuneration Committee

During the year, the Committee comprised the following Non-Executive Directors:

Clare Chapman –Chairman
Tony Campbell
Bill Dalton
Dr Michael Frenzel
Rainer Feuerhake

Three of the members of the Committee are independent Non-Executive Directors. Dr Michael Frenzel and Rainer Feuerhake are not considered by the Company to be independent. Dr Frenzel and Rainer Feuerhake are members of the Executive Board of TUI AG –a 52% shareholder of TUI Travel PLC as at 30 September 2009 –and their appointments are pursuant to the Relationship Agreement between TUI AG and the Company.

No member of the Committee has any personal financial interest, other than as a shareholder (as disclosed in the interests in shares table), in the matters to be decided by the Committee. The three independent members of the Committee have no conflicts of interest arising from Committee members’cross-directorships and none of the members of the Committee participate in any bonus schemes, pension plans, share awards or any employee share schemes in respect of the Company. Members of the Committee have no day-to-day involvement in the running of the Company.

The Committee met seven times during the year. Michael Frenzel was unable to attend on two occasions and Clare Chapman, Bill Dalton and Rainer Feuerhake were unable to attend on one occasion, all due to prior commitments.

The Committee advises the Board on overall remuneration policy. The Committee also determines, on behalf of the Board, and with the benefit of advice from external consultants and members of the Human Resources Department, the remuneration of the Executive Directors and other members of the Group Management Board. The activities of the Committee are governed by its Terms of Reference, which have been approved by the Board and can be found on the TUI Travel website at www.tuitravelplc.com

Material advice or services were provided to the Committee during the year by:

Mercer Human Resource Consulting (Mercer)
Deloitte LLP (Deloitte)
Herbert Smith LLP (Herbert Smith)
Peter Long –Chief Executive
Paul Bowtell –Chief Financial Officer
Bill Logan –Group Human Resources Director
David House –Group Reward Director

Bill Logan has direct access to the Chairman of the Committee and he, together with David House, advised the Committee on all aspects of the Group’s reward policies and structures during the year. Peter Long attends meetings of the Committee to make recommendations relating to the performance and remuneration of his direct reports and Andrew John (Company Secretary) acts as Secretary to the Committee. Peter Long, Paul Bowtell, Bill Logan and Andrew John are not in attendance when their own remuneration is considered.

During the year, the Committee appointed Deloitte, who succeeded Mercer, both external consultancy organisations, to provide independent advice on all aspects of senior management remuneration. Deloitte also provides salary benchmarking information and tax services to the Group from time to time and verification of the relative performance conditions attached to the Performance Share Plan and Deferred Annual Bonus Scheme.

Herbert Smith advised on various legal issues relating to the Company’s share schemes and also provides other legal services to the Group.