Terms of Reference for the Nominations Committee

Membership
The members of the Committee shall be the Group Chairman and all of the non- executive directors appointed by the Board. A majority of the Committee must be independent non-executive directors.

The Chairman of the Committee shall be appointed by the Board.

The quorum of the Committee shall be two independent non-executive directors.

Secretary
The secretary of the Company shall be the secretary of the Committee.

Frequency of Meetings
The Committee will meet as necessary, when called by the Chairman.

Operation
The purpose of the Committee is to consider, and make recommendations to the Board concerning the composition of the Board and its Committees, including proposed appointees to the Board and its Committees, whether to fill any vacancies that may arise or to change the number of Board/Committee members.

The Committee is authorised by the Board to obtain whatever outside independent professional advice it considers necessary to identify suitable candidates to be nominated to the Board.

Duties
The duties of the Committee are:

  • to review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes;
  • to be responsible for identifying and nominating, for the approval of the Board, appropriate individuals to fill Board vacancies as and when they arise;
  • to 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, where appropriate, to review internal candidates through a process of succession planning and/or: (i) use open advertising or the services of external advisers to facilitate the search; (ii) consider candidates from a wide range of backgrounds; and (iii) consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position;
  • to review annually the time required from a non-executive director and use performance evaluation to assess whether the non-executive director is giving sufficient commitment to the role;
  • to give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Group and the skills and expertise that are therefore needed on the Board in the future; and
  • to 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 commitment, committee service and involvement outside Board meetings.
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Terms of Reference for the Nominations Committee