NOMINATIONS COMMITTEE - TERMS OF REFERENCE

Constitution

The Board hereby resolves to establish a Committee of the Board to be known as the Nominations Committee. This constitution replaces all previous constitutions of the Committee.

Membership and Chairman

The Committee shall comprise of all the directors of the board.

Only members of the Committee have the right to attend Committee meetings. Other individuals may be invited to attend for all or part of any meetings, as and when appropriate.

The Chairman of the Committee shall be appointed by the Board. In the absence of the Chairman, the remaining members present at any meeting shall elect one of their number to chair any duly convened meeting. The Chairman of the Board shall not chair the Committee when it is considering succession to chairmanship of the Board.

The quorum for meetings of the Committee shall be two members comprising at least two non-executive directors.

Secretary

The secretary of the Committee shall be the Chief Executive.

Frequency of Meetings

The Committee shall meet not less than once a year.

Minutes of Meetings

The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

Minutes of the Committee meetings shall be circulated promptly to all members of the Committee and to the Board.

Annual General Meeting

The Chairman shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.

Duties

The Committee shall:

Review at regular intervals the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current composition and make recommendations to the Board with regard to any changes;

Fully consider 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 needed on the Board in the future;

Identify and nominate for the approval of the Board candidates to fill Board vacancies as and when they arise;

Evaluate the balance of skills, knowledge and experience on the Board and, in light of that evaluation, prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the Committee shall:

use open advertising or the services of external advisers
consider candidates from a wide range of backgrounds; and
consider candidates on merit and against objective criteria, taking care (in the case of non-executive appointments) that appointees are able to commit enough time to devote to the position;

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;

Keep up to date and fully informed about strategic issues and commercial changes affecting the company and the market in which it operates;

Recommend to the Board procedures for formal and rigorous annual evaluation of performance of the Board, its committees and individual directors;

Review regularly the time commitments required from non-executive directors. Evaluate the performance of non-executive directors to ensure that they are committing sufficient time to fulfil their duties; and

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.

The Committee shall also make recommendations to the Board concerning:

succession plans for both executive and non-executive directors and in particular for the key roles of Chairman of the Board and Chief Executive;
suitable candidates for the role of senior independent director;- membership of the Audit and Remuneration Committees, in consultation with the chairmen of those committees;
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;
Continuation (or not) in service of any director who has reached the age of 70;
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;
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
Appointment of any director to executive or other office other than to the positions of Chairman of the Board and Chief Executive, the recommendation for which would be considered at a meeting of the full Board.

Review, at least once a year, 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.

Seek any information it requires from any employee of the company in order to perform its duties.

Obtain, at the company’s expense, outside legal or other professional advice on any matters within its terms of reference.

Reporting Responsibilities

The Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.