Terms of reference for the Security Committee
Membership of the Committee is restricted to those directors who are UK nationals and cleared by HMG for access to the material being discussed.
The Chairman of the Security Committee shall be the Chairman of the Board, provided he/she is a UK national and has the necessary security clearance; otherwise, the Committee shall elect its own Chairman.
The quorum of the Committee shall be two. A duly convened meeting of the Committee at which a quorum is present is competent to exercise all the authorities and powers vested in the Committee.
The secretary of the Company shall be the secretary of the Committee, provided he/she is a UK national and has the necessary security clearance.
Notice/Frequency of meetings
Notices of meetings shall be sent to all eligible directors; non-eligible directors shall be informed that meetings are taking place and given a broad indication, where possible, subject to sensitivity/classification, of the nature of business to be transacted.
Meetings are held as required.
The Committee’s authority shall be only in respect of matters that the Board as a whole is precluded from considering by reason of certain of its members not being UK nationals and not having necessary security clearances. Its authority in respect of such matters shall be commensurate with the authority of the Board.
The Chairman of the Security Committee shall inform the next meeting of the Board that a Security Committee meeting has been held and shall inform them of the business transacted to the extent permitted by security considerations.