Nomination Committee – Terms of Reference

    1. Primary Functions
      1. The Nomination Committee, (the "Committee"), is an operating Committee of the Board of Directors (the "Board"), charged with responsibility for:
        1. reviewing the structure, size and composition of the Board and recommending changes;
        2. considering and recommending succession planning strategy for executive and non-executive directors;
        3. identifying and nominating for the approval of the Board candidates to fill Board vacancies or new positions as and when they arise; and
        4. evaluating skills, experience and knowledge of Board members.
    2. Reporting
      1. The Committee chairman will report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
      2. The Committee will make whatever recommendations to the Board it deems appropriate on any area within its remit where action is required.
    1. Membership
      1. The Committee will comprise of at least 3 directors. A majority of the members of the Committee should be independent non-executive directors. All appointments to the Committee will be made by the Board.
      2. Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chief Executive Officer, the Head of Human Resources and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.
      3. Appointments to the Committee will be for a period of up to three years, which may be extended for two further three-year periods provided that the majority of the Committee members remain independent.
      4. The Board will appoint the Committee Chairman who should be either the Chairman of the Board or an independent non-executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present will elect one of their number to chair the meeting from those who would qualify under these terms of reference to be appointed to that position by the Board. The Chairman of the Board will not chair the Committee when it is dealing with the matter of succession to the chairmanship.
    2. Secretary
      The Company Secretary, or their nominee, will act as the secretary of the Committee.
    3. Quorum
      The quorum necessary for the transaction of business will be 2 members both of whom must be independent non-executive directors. A duly convened meeting of the Committee at which a quorum is present will be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
    4. Role of Members
      Committee members will utilise their personal skills, knowledge and judgement to perform the responsibilities set out below.
    5. Responsibilities
      1. The Committee should carry out the duties below for the Company and its subsidiaries as a whole (the "Group"), as appropriate.
      2. Annual General Meeting:
        1. The chairman of the Committee will attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.
      3. The Committee will:
        1. regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any changes;
        2. give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the Company, and what skills and expertise are therefore needed on the Board in the future;
        3. be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise;
        4. approve the appointment of members of the executive committee on the recommendation of the chief executive officer;
        5. before any appointment is made by the Board, evaluate the balance of skills, knowledge and experience on the Board, and, in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the Committee will:
          use open advertising or the services of external advisers to facilitate the search;
          1. consider candidates from a wide range of backgrounds; and
          2. consider candidates on merit and against objective criteria, taking account of whether appointees have enough time available to devote to the position;
        6. keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
        7. keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates;
        8. review annually the time required from non-executive directors. Performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfil their duties; and
        9. ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings.
      4. The Committee will also make recommendations to the Board concerning:
        1. formulating plans for succession for both executive and non-executive directors and in particular for the key roles of chairman and chief executive officer;
        2. suitable candidates for the role of senior independent director;
        3. membership of the audit and remuneration committees, in consultation with the chairmen of those committees;
        4. the re-appointment of any non-executive director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required;
        5. the re-election by shareholders of any director under the ‘retirement by rotation’ provisions in the Company’s articles of association having due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required;
        6. any matters relating to the continuation in office of any director at any time including the suspension or termination of service of an executive director as an employee of the Company subject to the provisions of the law and their service contract; and
        7. the appointment of any director to executive or other office.
    1. Meeting Frequency and Schedule
      The Committee will meet at least three times a year and at such other times as the chairman of the Committee will require.
    2. Notice of Meetings
      1. Meetings of the Committee will be called by the secretary of the Committee at the request of the Committee chairman.
        1. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, will be forwarded to each member of the Committee, any other person required to attend and all other non-executive directors, no later than 5 working days before the date of the meeting. Supporting papers will be sent to Committee members and to other attendees as appropriate, at the same time.
    3. Minutes
      1. The secretary will minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.
      2. Minutes of Committee meetings will be circulated promptly to all members of the Committee and the Chairman of the Board and, once agreed, to all other members of the Board, unless a conflict of interest exists.
  4. OTHER
    The Committee will at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
    1. The Committee is authorised by the Board to investigate any activity or state of affairs within its terms of reference.
    2. The Committee is authorised to seek any information it requires from any employees or officers. In seeking any advice or assistance from any of the Company’s executives, to ensure that such role is clearly separated from the executive’s role within the business.
    3. The Committee is authorised to obtain, at the Company’s expense, expert advice from the Company’s auditors, professional advisers or otherwise, and to take independent professional advice and to require the attendance of outsiders with relevant experience and expertise if it considers it necessary.
    4. The Committee is authorised to select, set the terms of reference and appoint appointment consultants, at the Company’s expense.