Nomination Committee - Terms of Reference

1.
Membership
1.1.
Members of the Committee shall be appointed by the Board and shall be made up of least 3 members, the majority of whom are independent non-executive directors.
1.2.
Only members of the Committee have the right to attend Committee meetings. However, other individuals and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.
1.3.
The Board shall 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 shall elect one of their number to chair the meeting. The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the chairmanship.
2.
Secretary
2.1.
The Committee Chairman or their nominee shall act as the Secretary of the Committee.
3.
Quorum
3.1.
The quorum necessary for the transaction of business shall be 2. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
4.
Frequency of Meetings
4.1.
The Committee shall meet at least once a year and at such other times as the Chairman of the Committee shall require.
5.
Notice of Meetings
5.1.
Meetings of the Committee shall be summoned by the Chairman the Committee or at the request of the Chairman of the Board or the Chief Executive.
5.2.
Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, any other person required to attend and all other non-executive directors. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.
6.
Minutes of Meetings
6.1.
The Secretary shall minute the proceedings and resolutions of all formal Committee meetings, including the names of those present and in attendance.
6.2.
Minutes of Committee meetings shall be circulated 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.
7.
Annual General Meeting
7.1.
The Chairman of the Committee shall (save where excused by the Chairman of the Board) attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee's activities.
8.
Duties
8.1.
The Committee shall:
8.1.1.
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;
8.1.2.
be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise;
8.1.3.
before 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 shall:
8.1.3.1.
consider use of open advertising or the services of external advisers to facilitate the search;
8.1.3.2.
consider candidates from a wide range of backgrounds; and
8.1.3.3.
consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position;
8.1.4.
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;
8.2.
The Committee shall also make recommendations to the Board concerning:
8.2.1.
formulating plans for succession for both executive and non-executive directors and in particular for the key roles of Chairman and Chief Executive;
8.2.2.
suitable candidates for the role of senior independent director;
8.2.3.
membership of the Audit and Remuneration Committees, in consultation with the chairmen of those committees;
8.2.4.
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;
8.2.5.
the appointment of any director to executive or other office other than to the positions of Chairman and Chief Executive, the recommendation for which would be considered at a meeting of the full Board.
9.
Reporting Responsibilities
9.1.
The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
9.2.
The Committee shall recommend a statement to the Board for inclusion in the annual report about its activities and the process used to make appointments.
10.
Authority
10.1.
The Committee is authorised to seek any information it requires from any employee of the Company in order to perform its duties.
10.2.
The Committee is authorised to obtain, at the Company's expense, outside legal or other professional advice on any matters within its terms of reference.
 

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