Nominations committee
Members
Antony Hichens (Chairman), Gerry Grimstone, Richard Stone
Members
The Chairman and members of the Committee will be appointed by the Board of the Company. The Committee shall be made up of at least 3 directors. The Chairman and a majority of the members of the Committee shall be independent non-executive directors. The secretary of the Company will act as secretary of the Committee. The quorum for meetings of the Committee shall be any two independent non-executive directors.
Status
The Committee is a committee of the Company’s Board established to review and make recommendations to the Board on the appointment and retirement of directors and related matters. The Committee shall have authority to seek any information it requires to perform its duties from any officer or employee of the Company and may, at the company’s expense, obtain outside legal or other professional advice on any matters within its terms of reference.
Meetings and Reporting
The Committee shall meet at least once a year. Meetings may be convened by the Chairman or any member of the Committee. Unless otherwise agreed by the Committee notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed and (where possible) relevant supporting papers, shall be forwarded to members of the Committee at least 2 working days before the date of the meeting.
The Chairman of the Committee may invite any other person deemed appropriate to attend Committee meetings. Unless the Chairman of the Committee agrees otherwise members of the Committee shall not attend any meeting when their own performance or replacement is being considered.
The Chairman of the Committee shall report the findings and recommendations of the Committee to the Board after each Committee meeting. The minutes of all Committee meetings shall be circulated to members of the Board (unless a conflict exists).
A statement on the Committee’s activities shall be included in the Company’s Annual Report. The Chairman of the Committee shall attend the Company’s annual general meeting prepared to respond to any shareholder questions on the Committee’s activities.
Terms of Reference
The Committee shall:
- keep under review the structure, size and composition of the Board and make recommendations to the Board with regard to any changes;
- consider and make recommendations to the Board with regard to succession planning for directors, including the chairman of the Board;
- identify and recommend for the approval of the Board, candidates to fill Board vacancies as and when they arise;
- keep under review the balance of skills, knowledge and experience on the Board and the leadership needs of the organisation;
- 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 time commitment, committee service and involvement outside of Board meetings;
- review annually the time commitment required from non-executive directors;
- make recommendations to the Board with regard to
the appointment and replacement of the Senior Independent Director;
membership of the Audit and Remuneration committees, in consultation with the chairmen of those committees;
the re-appointment of any non-executive director at the conclusion of their term of office;
the re-election of any director retiring by rotation;
any matters relating to the continuation in office of any director at any time.
- once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness