The Nomination Committee is comprised of the four independent Non-executive Directors, the Chairman, and the Chief Executive, and is Chaired by Andrew Eastgate.
The Committee leads the process for identifying, and makes recommendations to the Board on, candidates for appointment as directors and Company Secretary, giving full consideration to succession planning and the leadership needs of the group. It also makes recommendations to the Board on the composition and Chairmanship of the Audit and Remuneration Committees. It keeps under review the structure, size and composition of the Board, including the balance of skills, knowledge, experience and independence of the Non-executive Directors, and makes recommendations to the Board with regard to any changes.
The Committee meets when required with all members in attendance. Only members of the Committee are entitled to be present at meetings but other Directors may be invited by the committee to attend. The Board has agreed the procedures to be followed by the Committee in making appointments to the various positions on the Board and as Company Secretary.
The Committee has access to such information and advice, both from within the group and externally, at the cost of the company, as it deems necessary. This may include the appointment of external executive search consultants, where appropriate. No Director is involved in any decisions regarding their re-appointment or re-election.
New Directors are appointed by the Board. The Company’s current Articles of Association provide that each Director shall retire from office and shall be eligible for
reappointment at the third annual general meeting after the general meeting at which he or she was appointed or last
reappointed. The Board has agreed that, with effect from and including at the 2019 AGM, all Directors will be subject to annual re-election, in compliance with the UK Corporate Governance Code 2018.
The Committee, in conjunction with the Board, receives updates from the Chief Executive on succession and development planning for senior positions within the group. Changes to Directors' commitments are reported to the Committee as they arise and are considered on their individual merits. Appointments to the Committee are made by the Board.
A description of the activities of the Committee can be found in our annual report and accounts.
Chairman of the board, Group Chief Executive, and the independent non executive directors, the majority of the members to be independent non-executive directors
Either the chairman of the board or a non-executive director appointed by the board, to attend the AGM
As determined by the chairman of the committee
Frequency of meetings
When required, [normally twice a year]
Minutes to be circulated to committee members and, following approval, to the board, unless it would be inappropriate to do so
Constitution and meetings
The members of the Nominations Committee will be appointed by the board of directors of the Company (the “Board”) on recommendation by the Nominations Committee. The Nominations Committee will consist of the Chair of the Board, the Chief Executive Officer and at least one of the independent non-executive directors. The Chair of the Nominations Committee will be the Chair of the Board or an independent non-executive director and must be available to attend the AGM. The Chair of the Board will not chair the Nominations Committee when it is dealing with the appointment of their successor.
Meetings will normally be held at least twice a year.
The Company Secretary will be the secretary to the Nominations Committee and will ensure that the Nominations Committee receives information and papers in a timely manner, and at least 7 days before the date of the proposed meeting.
A quorum at meetings of the Nominations Committee will be two. Only members of the Nominations Committee will have the right to attend Nominations Committee meetings. However, the People Director will be invited to attend meetings of the Nominations Committee on a regular basis and other non-members may be invited to attend all or part of any meetings when appropriate.
Draft minutes will be circulated to members of the Nominations Committee for approval and, following approval, to the Board unless the Nominations Committee Chair considers that it would be inappropriate to do so.
Roles and responsibilities
The main role and responsibilities of the Nominations Committee are to:
The Nominations Committee shall:
After each meeting, the Nominations Committee will report to the Board on its proceedings, make appropriate recommendations on any area within its remit, including recommending to the Board for approval any statement of compliance or explanation of non-compliance required to be made or given by the Company in respect of the Code, and produce a description of the work of the Nominations Committee in the annual report.
Approved and adopted on 21 September 2018