Headlam Group plc – terms of reference, approved 23 September 2015

A description of the activities of the Committee can be found in our annual report and accounts.

Members

MembershipChairman of the board, Group Chief Executive, and the independent non executive directors, the majority of the members to be independent non-executive directors
ChairmanEither the chairman of the board or a non-executive director appointed by the board, to attend the AGM
SecretaryCompany Secretary
QuorumTwo members
AttendeesAs determined by the chairman of the committee
Frequency of meetingsWhen required, [normally twice a year]
Reporting procedureMinutes to be circulated to committee members and, following approval, to the board, unless it would be inappropriate to do so

Terms of reference

1  The nominations committee is authorised by the board to carry out the duties set out in these terms of reference and in fulfilling this authority, the committee is further authorised to:

  • seek any information that it requires from any employee of the company and all employees are directed to co-operate with any request made by the committee;
  •  have unrestricted access to company documents and company information; and
  • obtain, at the company's expense, outside legal or independent professional advice and secure the attendance of outsiders with relevant experience and expertise if it considers this necessary on matters within its terms of reference; and
  • arrange for the periodic review of its own performance and its terms of reference.

2 The nominations committee is responsible for ensuring there is a formal and appropriate procedure for the appointment of new directors to the board and is responsible for leading this process and making recommendations to the board, having regard to other board Committees.

3 The duties of the nominations committee are to:

  • regularly review the structure, size and composition (including the skills, knowledge and experience) required of the board (and its primary committees) compared to its current position and make recommendations to the board with regard to any changes;
  • give full consideration to succession planning for directors and other senior executives, taking into account the challenges and opportunities facing the company, and accordingly, the board’s present and future needs for skills and expertise;
  • 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;
  • be responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise;
  • prior to any appointment, to evaluate the balance of skills, knowledge, experience and diversity on the board, to prepare a description of the role and capabilities required, to consider the use of advertising and consider candidates from a range of backgrounds;
  • for the appointment of chairman, to prepare a job specification, including the time commitment expected, with other significant commitments to be disclosed to the board before appointment;
  • prior to an appointment, the proposed appointee should be required to disclose any other business interests that may result in a conflict of interest ad be required to report on future business interests that could result in a conflict of interest;
  • review the results of the board performance evaluation process that relate to the composition of the board;
  • review annually the time commitment required from non-executive directors;
  • 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;
  • formulate policy relating to the tenure and age limit of non-executive directors; and
  • make a statement in the annual report about its activities, the process used to make appointments and explain if external advice or open advertising has not been used;
  • to include a statement on the boards policy on diversity, including gender, any measureable objectives set for implementing the policy and progress in achieving the objectives; and
  • the Committee Chairman should attend the AGM to answer questions.

4  The committee shall make recommendations to the board concerning:

  • succession plans for both executive and non-executive directors and in particular for the key roles of chairman and chief executive;
  • suitable candidates for the role of senior independent director;
  • membership of the audit and remuneration committees, in consultation with the chairmen of those committees;
  • the re-election by shareholders of any director under the annual re-election provisions of the Code or the ‘retirement by rotation’ provisions in the company’s articles of association having due regard to their performance and ability to continue to contribute to the board in the light of the knowledge, skills and experience required and the need for progressive refreshing of the board;
  • any matters relating to the continuation in office of any director at any time including the suspension or termination of service of an executive director as an employee of the company subject to the provisions of the law and their service contract; and
  • the appointment of any director to executive or other office other than to the positions of chairman and chief executive, the recommendation for which would be considered at a meeting of the full board.

5  After each meeting, the committee shall report to the board on its proceedings, make appropriate recommendations on any area within its remit and produce a report to be included in the company's annual report about its activities, processes and if external advice has been used.