Nomination Committee

Headlam Group plc
– terms of reference, approved 23 October 2009

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

Members

Terms of reference

1  The nominations committee is authorised by the board to carry out the duties set out in these terms of reference. In fulfilling this authority, the committee is further authorised by the board 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 outside legal or independent professional advice and secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

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

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;
• be responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise;
• 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;
• 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.

4  The committee shall make recommendations to the board concerning:

• plans for succession 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-appointment of any non-executive director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the board in the light of the knowledge, skills and experience required;
• the continuation (or not) in service of any director who has reached the age of 70;
• the re-election by shareholders of any director under 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;
• 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.

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