Pearson

Annual Report and Accounts 2010

Non-executive directors

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Fees for non-executive directors are determined by the full board having regard to market practice and within the restrictions contained in the company’s Articles of Association. Non-executive directors receive no other pay or benefits (other than reimbursement for expenses incurred in connection with their directorship of the company) and do not participate in the company’s equity-based incentive plans. With effect from 1 July 2010, the structure and fees are as follows:

Fees payable from 1 July 2010
Non-executive director £65,000
Chairmanship of audit committee £25,000
Chairmanship of remuneration committee £20,000
Membership of audit committee £10,000
Membership of remuneration committee £5,000
Senior independent director £20,000

A minimum of 25% of the basic fee is paid in Pearson shares that the non-executive directors have committed to retain for the period of their directorships.

Non-executive directors serve Pearson under letters of appointment and do not have service contracts. There is no entitlement to compensation on the termination of their directorships.