Terms of Reference - Nomination Committee
Constitution
1. These terms of reference set out the terms on which a committee of the Board to be known as the Nomination Committee (“Committee”) shall be constituted and shall operate.
Membership
2. The Committee shall comprise the Chairman, and a sufficient number of non-executive directors appointed by the Board in order to ensure that the Committee includes a majority of independent non-executive directors. Directors who are not Committee members may attend Committee meetings, at the invitation of the Committee.
3. The Chairman of the Committee shall be the Chairman of the Company. However, where the Committee is dealing with the appointment of a successor Chairman of the Company, the Chairman of the Committee shall be an independent non-executive director (excluding the Chairman of the Company) as nominated by the Committee.
4. The Secretary or his/her nominee shall act as Secretary to the Committee.
5. The Chairman and other members of the Committee will be disclosed in the Company's Annual Report and Accounts. Terms of Reference and membership of the Committee shall be made available to any persons upon request and shall also be included upon the Company’s corporate website.
Frequency of Meetings and Quorum
6. (a) Meetings shall be held annually and at such other times and locations as may be deemed appropriate;
(b) A quorum of the Committee shall be two members present throughout the meeting. Where only two members are present, both members must be independent for the valid transaction of business;
(c) The Chairman of the Committee (or failing him/her, a nominee who shall be a member of the Committee) shall attend Annual General Meetings of the Company.
Authority
7. (a) The Committee is authorised by the Board to exercise such of the powers and discretions of the Board as they deem necessary or expedient to provide a formal selection and recommendation procedure for new Board appointments save that without the sanction of a resolution of the Board of Directors of the Company, the Committee shall not have any of the powers or discretions of the Board in relation to any of the matters exclusively reserved for the Board of Directors from time to time;
(b) The Committee is authorised by the Board to obtain independent professional advice, at the Company’s expense, if it considers this necessary in the fulfillment of its duties.
Duties
8. The Committee will:-
(a) review regularly the Board structure, size and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary;
(b) be responsible for ensuring the Board has put in place plans for succession, in particular, of the Chairman and the Chief Executive Officer;
(c) evaluate the balance of skills, knowledge and experience on the board and, in the light of this evaluation, prepare a description and specification of the role and capabilities required for a particular appointment or re-appointment, including, where appropriate, an assessment of the time commitment expected;
(d) be responsible for identifying and nominating candidates for the approval of the Board for any new appointments (including appointments to committees) whether of executive or non-executive directors. The Committee may use either an external search consultancy or open advertising to assist in the recruitment process;
(e) recommend to the Board, as required, a suitable candidate for the role of senior independent director;
(f) with the Board's approval, proceed towards a final recommendation subsequent to having followed a formal selection procedure;
(g) subsequent to approval from the Board, ensure that a newly-appointed director receives a full and proper induction into the Company's affairs, including external training, as appropriate;
(h) be responsible for reviewing and providing to the Board a recommendation as appropriate on any extension of a non-executive director’s terms of appointment on expiry; and
(i) recommend to shareholders for approval, the election or re-election of directors in accordance with the Code and the Company’s Articles of Association.
Proceedings
9. The meetings and proceedings of the Committee shall be governed, mutatis mutandis, by the provisions of the Company's Articles of Association regulating the meetings and proceedings of the Directors, so far as the same are not superseded by any regulations imposed by the Committee.
10. Where at all possible, not less than seven days' prior notice of a meeting will be given. Such notice to include the distribution of an Agenda and supporting papers in respect thereof to all Committee members.
11. Minutes of Committee meetings will be circulated to all Committee members and other directors (provided no conflict of interest exists) by the Company Secretary as soon as reasonably practicable after each meeting.
12. The Committee's remit shall be subject to review and approval by the Board at least annually.
Reviewed and approved by the Board
3 March 2010
Edward Bramson
Chairman
