Nomination Committee

The Nomination Committee is comprised of the three non-executive directors and the Group 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 and, in accordance with the company's articles of association, they must be elected at the next AGM to continue in office. Existing directors retire by rotation in accordance with article 89 of the articles of association which requires them to retire from office and, if eligible for re-appointment, stand again at the third AGM at which they were appointed or last re-appointed.

The committee, in conjunction with the board, receives updates from the Group 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.

Members

Membership 
Chairman of the board, Group Chief Executive, and the independent non executive directors, the majority of the members to be independent non-executive directors
Chairman 
Either the chairman of the board or a non-executive director appointed by the board, to attend the AGM
Secretary 
Company Secretary
Quorum 
Two members
Attendees 
As determined by the chairman of the committee
Frequency of meetings 
When required, [normally twice a year]
Reporting procedure 
Minutes to be circulated to committee members and, following approval, to the board, unless it would be inappropriate to do so

Terms of reference

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:

  1. Regularly review and refresh 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.

  2. Design and implement a formal, rigorous and transparent procedure for appointments to the Board and give full consideration to succession planning for directors and other members of senior management, taking into account the challenges and opportunities facing the Company, and accordingly, the Board’s present and future needs for skills and expertise. Appointments and succession plans are to be based on merit and objective criteria, and promote diversity of gender, social and ethnic backgrounds, cognitive and personal strengths.

  3. Consider the use of open advertising and/or an external search consultancy for the appointment of the chair and non-executive directors.

  4. Keep under review the leadership needs of the Company, both executive and non-executive, with a view to ensuring its continued ability to compete effectively in the marketplace.

  5. Be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise with appointments to be subject to a formal, rigorous and transparent procedure, and an effective succession plan should be in place for Board and senior management.

  6. Prior to any appointment, to evaluate the balance of skills, knowledge, experience and diversity on the Board, and prepare a description of the role and capabilities required.

  7. Arrange and facilitate Board evaluations annually with the Chair of the Nominations Committee acting effectively on the results of the evaluation by recognising the strengths and addressing any weaknesses of the Board.

  8. Review annually the time commitment required from non-executive directors, including their other directorships of listed companies and attendance at Board and committee meetings during the previous year.

  9. 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.

  10. Prepare an annual report describing the work of the Nominations Committee, including:
  • the process used in relation to appointments, its approach to succession planning and how both support developing a diverse pipeline;
  • how the board evaluation has been conducted, the extent and nature of any external evaluators’ contact with the Board and individual directors, the outcomes and action taken, and how it has or will influence Board composition;
  • the policy on diversity and inclusion, its objectives and linkage to Company strategy, how it has been implemented and progress on achieving the objectives; and
  • the gender balance of those in senior management and their direct reports.
  1. Make recommendations to the Board on:
  • succession plans for both executive and non-executive directors and in particular for the key roles of Chairman and CEO;
  • suitable candidates for the role of senior independent director;
  • membership of the Audit and Remuneration Committees, in consultation with the Chairs of those committees;
  • the re-election by shareholders of any director under the annual re-election provisions of the UK Corporate Governance Code (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 of the Board and CEO, the recommendation for which would be considered at a meeting of the full Board.

Other matters

The Nominations Committee shall:

  • have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for assistance as required;
  • arrange for periodic reviews of its own performance and, at least annually, review its constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board.

Reporting

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