NOMINATION COMMITTEE TERMS OF REFERENCE
(Amended October 2016)
1. COMPOSITION AND AUTHORITIES
1.1 The membership of the Nomination Committee (“the Committee”) shall be determined by the Board.
1.2 Membership of the Committee shall be for a period of up to three years which may be extended for further periods of up to three years provided the Director still meets the criteria for membership of the Committee.
1.3 The Committee shall comprise the Chairman of the Company and sufficient number of other directors of the Company, none of whom shall hold executive responsibility in the Company and all of whom shall be independent as determined by the Board, to ensure that, at any time, the independent non-executive directors shall constitute the majority of the Committee.
1.4 The Chairman of the Committee shall be the Chairman of the Company (except in relation to the appointment of the Chairman of the Company, when the Chairman shall invite a non-executive member of the Committee to chair the Committee on his or her behalf).
1.5 The Company Secretary or his nominee shall act as the secretary of the Committee.
1.6 The quorum necessary for the transaction of business shall be two members of whom at least one must be an independent non-executive director. A duly convened meeting of the Committee at which a quorum is present shall be authorised to exercise all or any of the powers and discretions vested in or exercisable by the Committee.
1.7 The Committee shall meet at least once a year and at such other times as the Chairman of the Committee shall require.
1.8 The Committee may, at its discretion, invite other directors of the Company to attend meetings of the Committee, except where their own nomination or declarations of interest are under discussion.
1.9 The Committee may, at its discretion, appoint and instruct suitably experienced and qualified persons to act as advisers to the Committee and attend such meetings as the Committee may decide. The Company shall meet the expense of such advice.
2.1 The Committee's principal responsibilities are to:
(a) consider and recommend for approval to the Board the appointment of suitable persons as directors of the Company and to lead the process for such appointments;
(i) the composition of the Board and its committees; and
(ii) the work of the executive management in developing individuals with the capability of becoming executive directors or filling other senior positions in the Company.
(c) work and liaise as necessary with the other Board committees.
2.2 Accordingly, the Committee shall:
(a) Identify and recommend to the Board suitable candidates for consideration as executive or non-executive directors, including the positions of Chairman and Chief Executive of the Company, and membership of the Board’s committees. In identifying suitable candidates the Committee shall ordinarily use open advertising or the services of external advisors to facilitate the search, consider candidates from a wide range of backgrounds, on merit, against objective criteria and with due regard to the benefits of diversity on the Board, including gender, taking care that potential appointees have enough time available to devote to the position.
(b) Evaluate the balance of skills, knowledge, experience and diversity of the Board prior to making an appointment and, in the light of this evaluation; prepare a description of the role and capabilities required for a particular appointment.
(c) For the appointment of a Chairman, the Committee should prepare a job specification, including the time commitment to be expected. The proposed Chairman’s other significant commitments should be disclosed to the Board before appointment and any changes to the chairman’s commitments should be reported to the Board as they arise.
(d) Monitor annually the extent to which any non-executive director should be considered by the Company to be independent and make recommendations to the Board.
(e) Ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment, setting out what is expected of them in terms of time commitment, committee service and involvement outside Board meetings.
(f) Consider the reappointment of the non-executive directors and make recommendations to the Board.
(g) Regularly review the structure, size and composition of the Board and its committees (including the balance of skills, knowledge, experience, independence and diversity) and make recommendations to the Board regarding any adjustments.
(h) Review annually the time commitment required of non-executive directors and make recommendations to the Board.
(i) Consider succession planning for appointments to the Board and to the Group Executive and keep under review the leadership needs of the Company, both executive and non-executive, with a view to ensuring the continued ability of the Company to compete effectively in the marketplace, and make recommendations to the Board.
(j) Make a statement in the Annual Report detailing the activities of the Committee, the process used for appointments and whether external advice and/or open advertising has been used, and setting out the Board’s policy on diversity, including gender, with any measurable objectives for implementing the policy, and its progress in achieving those objectives.
(k) Keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the markets in which it operates.
(l) Make recommendations relating to the continuation in office of any director at any time including the suspension and termination of service of an executive director as an employee of the Company, subject to the provisions of the law and their service contract.
(m) Make recommendations to the Board concerning the retirement by rotation provisions in the Company’s Articles of Association, having due regard to the director’s performance and ability to continue to contribute to the Board in light of the knowledge, skills and experience required.
(n) Consider requests from executive directors for election to the boards of other companies and, if agreed, to recommend approval to the Board, having weighed the developmental benefits for the individual with the likely demands of the role and his or her responsibilities as an employee of the Company.
2.3 Conflicts of interest
(a) The Committee shall, as part of the process for nominating candidates for appointment, obtain details of and review any interests the candidate may have which conflict or may conflict with the interests of the Company; and
(b) the Committee shall consider whether, despite any such conflict, there are nevertheless grounds for recommending the candidate for appointment and for the Board to authorise the relevant conflict; and
(c) the Committee shall as part of any proposal to the Board for appointment of the relevant candidate, explain these grounds and make recommendations as to the terms and conditions on which any authorisation of the conflict should be given by the Board.
(d) the Committee shall require an appointee to report future business interests that could result in a conflict of interest.
3.1 The Committee shall report as appropriate to the Board.
3.2 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
3.3 The Committee shall review any disclosures that the Company is required to make in respect of its activities, making any recommendations on how such disclosures should be presented for consideration by the Board.
3.4 The Chairman of the Committee shall be available to respond to any shareholders’ questions at any general meeting of the Company.
3.5 The Committee shall annually review its constitution, terms of reference and its own effectiveness and recommend any changes to the Board.
4. DUTIES OF THE SECRETARY
4.1 Meetings of the Committee shall be called by the Secretary at the request of the Chairman. Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with any agenda items and supporting papers to be discussed shall be forwarded to each member of the Committee, and any other person(s) required to attend, five working days before the date of the meeting.
4.2 The Secretary shall be required to keep a proper and timely record of meetings of the Committee and circulate such minutes to all members of the Committee. Such records should also be made available for inspection by Board and the Company’s external auditors on request.
4.3 The Secretary shall be required to make available to the Committee such full and relevant information as the Committee may require to inform its decisions.
4.4 The Secretary shall ensure that the Committee is properly constituted in accordance with these terms of reference. Any actual or anticipated variance of these terms should be brought to the attention of both the Chairman of the Committee and the Chairman of the Company, as appropriate.
4.5 The Secretary shall ensure that these terms of reference are publicly available.
5. OTHER MATTERS
5.1 The Committee shall give due consideration to laws and regulations, the provisions of the Code and the requirements of the UK Listing Authority’s Listing, Prospectus and Disclosure and Transparency Rules and any other applicable rules, as appropriate.