Constitution

The Board has established a committee of the Board to be known as the Nomination Committee. The objective of the Committee is to select the most suitable candidate or candidates for appointment to the Board and to make recommendation as regards plans for succession for both Executive and Non-Executive Directors.

Authority

The Committee shall be empowered by the Board to meet the objectives and terms of reference as established by the Board.

Membership

The Committee shall consist of the Chairman, and a majority of Non-Executive Directors. The Chief Executive may attend meeting upon invitation from the Chairman.

Chairman

The Chairman of the Board shall chair the Committee save when dealing with the appointment of a successor to the chairmanship in which case the chair will be assumed by the Senior Independent Director.

Quorum

A quorum shall be two Committee members.

Secretary

The Company Secretary shall be Secretary of the Committee.

Frequency of meetings

Meetings shall be held as required.

Sub committee

The Committee may appoint a sub committee, the quorum of which shall be the Chairman and one Non-Executive Director.

Attendance at meetings

The Group Chief Executive will be invited to attend meetings as required.

1. Specific Duties

The Committee shall:

  • review the structure, size, composition (including skills, knowledge and experience) required of the Board and make recommendations as deemed appropriate;
  • be responsible, having evaluated the balance of skills, knowledge and experience on the Board, for identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as and when they arise, giving full consideration to succession planning. In identifying suitable candidates the Committee shall use open advertising or the services of external advisers as deemed appropriate, consider candidates from a wide range of backgrounds on merit against objective criteria;
  • ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment clearly setting out what is expected of them in terms of time commitment, committee service and involvement outside Board meetings and review annually the time required from non-executive directors;
  • make recommendations to the Board concerning succession planning, suitable candidates for the role of senior independent director, membership of Board committees in consultation with the Chairmen of those committees, the re-appointment of non-executive directors at the conclusion of their specified term of office, re-election by shareholders of any director under the retirement by rotation provisions, continuation in office of any director and termination of employment of executive directors.

2 Reporting Responsibilities

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

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

The Committee shall make a statement in the annual report about its activities, the process used to make any appointments and explain if external advice or open advertising has not been used.

3 Other

Board will evaluate effectiveness of the committee.

4 Authority

The Committee is authorised to seek any information it requires from any employee of the Group in order to perform its duties.

The Committee is authorised to obtain, at the Group's expense, outside legal or other professional advice on any matters within its terms of reference.