Directors' remuneration table

		Salaries/ fees		Bonuses		Benefits		Total emoluments excluding pensions
		2002		2002		2002		2002		2001
		£'000		£'000		£'000		£'000		£'000
Executive
Geoff Gaywood		329		165		19		513		84
Brian Taylorson1		178		95		13		286		-
George Fairweather2		65		-		14		79		338
Philip Brown		156		79		11		246		158
Lyndon Cole3		-		-		-		-		787
Non-executive
Jonathan Fry (Chairman)		150		-		-		150		150
Michael Hartnall		23		-		-		23		23
Richard McNeel		20		-		-		20		20
Edward Wilson		20		-		-		20		20
		941		339		57		1,337		1,580

Notes:

1. Brian Taylorson appointed as a director on 2 April 2002.
2. George Fairweather resigned as a director and left employment of the Company on 31 March 2002.
3. Lyndon Cole resigned as a director and left employment of the Company on 5 July 2001 and total emoluments include £525,000 of compensation for loss of office.

Emoluments for Lyndon Cole and George Fairweather exclude salary supplements related to funded unapproved retirement benefit arrangements. Emoluments for Geoff Gaywood and Brian Taylorson exclude salary supplements paid as compensation for the limitation of their pension rights to the Inland Revenue earnings cap. These are shown in the Directors' retirement benefits table.

Benefits relate to the provision of cars, life assurance and medical cover.

Service contracts
It is the Company's policy that newly appointed executive directors normally have service contracts with a notice period not exceeding 12 months.

Geoff Gaywood and Brian Taylorson have service agreements with Elementis plc dated 1 October 2001 and 2 April 2002 respectively and the appointments shall continue until terminated by either party on giving not less than 12 months' notice to the other party.

Philip Brown has a service agreement with Elementis plc dated 8 September 2000 and the appointment shall continue until terminated by the Company on giving not less than 24 months' notice (where such notice is given on or before 27 July 2003) and not less than 12 months' notice (where such notice is given after 27 July 2003) and terminable by Philip Brown on giving not less than 12 months' notice to the Company. Up until his appointment as a director of the Company in July 2000, Philip Brown had an employment contract with Elementis Holdings Limited which was terminable by Elementis Holdings Limited giving not less than 12 months' notice. In addition, the contract provided that he would be paid the equivalent of 24 months' salary in the specific event of redundancy. This contract was replaced by a service agreement with Elementis plc on Philip Brown's appointment as a director in July 2000. The service agreement was amended on 20 December 2001 to reduce the notice period to be given by the Company after 27 July 2003 to 12 months.

Termination payments are not agreed in advance and are determined in accordance with the directors' contractual rights. It is the Committee's policy to ensure that a director's duty to mitigate his loss is taken into account in the calculation of any termination payments.

The terms of engagement for each of the non-executive directors are:

Name		Date of original appointment as director of the Company		Date of expiry
Jonathan Fry*		11 December 1997		September 2004
Edward Wilson		1 July 1999		July 2005
Richard McNeel		26 July 2000		July 2006
Michael Hartnall*		11 December 1997		April 2005

The terms of engagement of the non-executive directors are set out in letters which provide that their appointment can be terminated by the Company on any grounds without claim for compensation.

The initial fixed term of appointment is usually six years subject to review by the Company after three years and to re-election by the shareholders at least once every three years.

*Jonathan Fry was appointed a non-executive director of Elementis Holdings Limited (formerly Harrison and Crosfield plc) on 2 September 1997 and Michael Hartnall was appointed a non-executive director of Elementis Holdings Limited (formerly Harrison and Crosfield plc) on 2 February 1993. The shares in Elementis Holdings Limited were acquired by the Company by way of a Scheme of Arrangement in 1998.

Retirement benefits
Executive directors participate in the Company's Inland Revenue approved funded occupational pension scheme.
The main benefits to executive directors, who contribute a percentage of their gross salaries to the scheme each year, are:

• an accrual rate of 1/30 for each year of pensionable service
• life assurance cover of four times pensionable salary
• pensions to spouse and dependent children payable on death

All executive directors are subject to the Inland Revenue cap on the amount of salary which may be treated as pensionable. The Company has undertaken to provide benefits to Philip Brown equivalent to the entitlements which cannot be provided by the Company's scheme. Philip Brown's benefits are on an unfunded basis.

The normal pension age for Geoff Gaywood is 65 and, for Philip Brown and Brian Taylorson, is 60.

Directors' retirement benefits table

	Salary supps. 2002 £’000		Salary supps. 2001 £’000		Accrued benefits 31.12.02 £’000		Increases in accrued benefits 2002 £’000		Transfer value of increases in accrued benefits 2002 £’000		Total transfer value at 01.01.01* £’000		Total transfer value at 31.12.02 £’000		Increase in transfer value less directors’ contribs. 2002 £’000		Increase in accrued benefits (inc. inflation) 2002 £’000
Executive
Geoff Gaywood1	122		-		4		3		38		13		66		39		3
Lyndon Cole 2, 3	-		111		-		-		-		-		-		-		-
George Fairweather 2, 4	9		31		21		-		145		134		273		135		5
Brian Taylorson5	44		-		4		3		41		4		53		41		3
Philip Brown6	-		-		85		7		111		1,143		1,280		130		9
	175		142		114		13		335		1,294		1,672		345		20

Notes:

1. Geoff Gaywood joined the Company's scheme on 1 December 2001 and the Company has agreed to pay £50,000 per annum into the scheme to fund the cost of providing pension benefits linked to his retirement age of 65.
2. Pension contributions for Lyndon Cole of £nil (2001: £138,000) and George Fairweather of £2,000 (2001: £39,000) comprised payments to separate funded unapproved retirement benefits schemes; in addition related salary supplements were paid.
3. Lyndon Cole resigned as a director and left employment of the Company on 5 July 2001. A payment of £103,682 was made under the terms of his funded unapproved retirement benefits scheme and this is included in his total pension contributions of £137,684 for 2001. In addition, related salary supplements were paid.
4. George Fairweather resigned as a director and left employment of the Company on 31 March 2002.
5. Brian Taylorson was appointed as a director on 2 April 2002.
6. Accrued benefits for Philip Brown include the value of unfunded unapproved retirement benefits arrangements.
7. All transfer values have been calculated on the basis of actuarial advice in accordance with Actuarial Guidance Note GN11. The transfer value of the increase in accrued benefits discloses the current value of the increase in accrued benefits that the director has earned in the year, whereas the increase in transfer value less directors' contributions discloses the absolute change in transfer value and includes the change in value of the accrued benefits resulting from market volatility affecting the transfer value at the start of the year as well as the additional value earned in the year.

Non-executive directors are not entitled to retirement benefits.

*or at date of appointment if later.