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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.
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
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.