The Nomination Committee is comprised of the three independent Non-executive Directors, the Chairman, and the Chief Executive, and is Chaired by Philip Lawrence.
Philip Lawrence (Committee Chair)
Headlam Group plc (the “Company”)
Nomination Committee - Terms of Reference
Constitution and meetings
The members of the Nomination Committee will be appointed by the board of directors of the Company (the “Board”) on recommendation by the Nomination Committee. The Nomination Committee will consist of at least three members, a majority of which will be Independent nonexecutive directors. The Chair of the Nomination 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 Nomination 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 Nomination Committee and will ensure that the Nomination 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 Nomination Committee will be two. Only members of the Nomination Committee will have the right to attend Nomination Committee meetings. However, the People Director will be invited to attend meetings of the Nomination 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 Nomination Committee for approval and, following approval, to the Board unless the Nomination Committee Chair considers that it would be inappropriate to do so.
Roles and responsibilities
The main role and responsibilities of the Nomination 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 Nomination 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 Nomination Committee, including:
10.1 the process used in relation to appointments, its approach to succession planning and how both support developing a diverse pipeline;
10.2 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;
10.3 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 10.4 the gender balance of those in senior management and their direct reports.
11. Make recommendations to the Board on:
11.1 succession plans for both executive and non-executive directors and in particular for the key roles of Chairman and CEO;
11.2 suitable candidates for the role of senior independent director;
11.3 membership of the Audit and Remuneration Committees, in consultation with the Chairs of those committees;
11.4 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;
11.5 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
11.6 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.
The Nomination Committee shall:
After each meeting, the Nomination 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 Nomination Committee in the annual report.
Approved and adopted on 23 October 2019