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1. Constitution 

The Board hereby resolves to establish a committee of the Board, to be known as the Nomination Committee (the "Committee").

2. Membership

2.1 The Committee shall be appointed by the Board. A majority of the members of the Committee shall be independent non-executive directors of the Company. The Committee shall consist of not less than three members. Two members shall comprise a quorum at any meeting of the Committee of which at least half shall be independent non-executive directors.

2.2 The chairman of the Committee shall be appointed by the Board. The chairman of the Committee shall be either the Chairman or an independent non-executive director, but the Chairman should not chair the Committee when it is dealing with the appointment of a successor to the Chairman. 

3. Attendance at Meetings

3.1 Other Board members shall attend meetings if invited by the Committee

3.2 The Company Secretary shall be secretary to the Committee. 

4. Frequency of Meetings

4.1 Meetings shall be held not less than once a year.

4.2 Additional meetings shall be held as required, and any member of the Committee or the Company secretary may request a Meeting if they consider that one is necessary. 

5. Authority

5.1 The Committee is authorised by the Board to:

     5.1.1 investigate any activity within its terms of reference;

     5.1.2 employ the services of any external recruitment consultant or other professional adviser as it thinks fit, and may invite any such persons to attend such meetings of the Committee as it considers appropriate. The budget for fees payable by the Committee to external advisers is to be agreed with the Board at the beginning of each financial year; and

     5.1.3 obtain external legal or other independent professional advice and request advisers to attend meetings as necessary.

6. Responsibilities

6.1 The responsibilities of the Committee shall be:

     6.1.1 to identify and nominate for the approval of the Board, candidates to fill Board vacancies as and when they arise;

     6.1.2 before making an appointment, to evaluate the balance of skills, knowledge and experience on the Board and, in light of this evaluation, prepare a description of the role and capabilities required for a particular appointment;

     6.1.3 to review annually the time required from a non-executive director. Performance evaluation should be used to assess whether the non-executive director is spending enough time to fulfil their duties;

     6.1.4 to consider candidates from a wide range of backgrounds and look beyond the "usual" suspects;

     6.1.5 to give consideration to succession planning in the course of its work, taking account the challenges and opportunities facing the Company and what skills and expertise are therefore needed in the future;

     6.1.6 regularly to review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regards to any changes;

     6.1.7 to keep under review the leadership needs of the organisation, both Executive and Non-Executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;

     6.1.8 to 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 Board meetings;

     6.1.9 to consider other topics and issues defined by the Board

6.2 The Commitment should make recommendations to the Board concerning:

     6.2.1 plans for succession for both executive and non-executive directors;

     6.2.2 the re-appointment of any non-executive director at the conclusion of their specified term of office;

     6.2.3 the re-election by shareholders of any director under the retirement by rotation provisions in the Company's articles of association;

     6.2.4 any matters relating to the continuation in office of any director at any time; and

     6.2.5 the appointment of any director to executive office or other office other than to position of Chairman or Chief Executive, the recommendations for which shall be considered at a meeting of the Board.

7. Reporting Procedures

7.1 The secretary shall circulate the minutes of the meeting of the Committee to all members of the Board.

7.2 The Committee's responsibilities and activities during the year shall be disclosed in the annual report and accounts.

7.3 The chairman of the Committee, or in their absence another member of the Committee, shall attend the Company's annual general meeting and answer questions, through the chairman of the Board, on the Committee's responsibilities and activities. 

8. Self-assessment and appraisal

The Committee shall conduct an annual review of its work and terms of reference, and an annual assessment of its own effectiveness, and make recommendations to the Board.