Terms of reference - Nomination committee
Notes:
Reference to "the committee" shall mean the nomination committee.
Reference to "the Board" shall mean the Board of directors.
1. Membership
1.1 The committee shall be appointed by the board and shall comprise of a chairman and at least 2 other members.
1.2 A majority of members of the committee shall be non-executive directors.
1.3 The board shall appoint the committee chairman who should be either the chairman of the board or a non-executive director. In the absence of the committee chairman and/or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting. The chairman of the board shall not chair the committee when it is dealing with a matter of succession to the chairmanship.
1.4 If a regular member is unable to act due to absence, illness or any other cause, the chairman of the committee may appoint another director of the company to serve as an alternative member having due regard to maintaining the required balance of executive and non-executive members.
1.5 Only members of the committee have the right to attend committee meetings. However, other individuals such as the chief executive, the head of human resources and external advisers may be invited to attend fort all or part of any meeting, as and when appropriate
2. Secretary
2.1 The company secretary shall act as the secretary of the committee.
3. Quorum
3.1 The quorum necessary for the transaction of business shall be two, both of whom must be independent non-executive directors. A duly convened meeting of the committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested or exercisable by the committee.
4. Frequency of meetings
4.1 The committee shall meet at such times as the chairman of the committee shall require.
5. Notice of meetings
5.1 Meetings of the committee shall be requested by the chairman of the committee.
5.2 Unless otherwise agreed, notice of each meeting, confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the committee no fewer than five working days prior to the date of the meeting.
6. Minutes of meetings
6.1 The secretary shall minute the proceedings and resolutions of all committee meetings, including the names of those present and in attendance.
6.2 Minutes of committee meetings shall be circulated, once agreed with the committee chairman, to all members of the committee and all members of the Board prior to the next Board meeting.
7. Annual general meeting
7.1 The chairman of the committee shall attend the Annual general meeting, prepared to respond to any shareholder questions on the committee's activities.
8. Duties
8.1 The committee shall:
8.1.1 Regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any adjustments that are deemed necessary.
8.1.2 Be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise.
8.1.3 Keep under review the leadership needs (both executive and non-executive) of the organisation with a view to ensuring the continued ability of the company to compete effectively.
8.1.4 Before appointment is made by the Board, evaluate the balance of skills, knowledge and experience of the Board, and, in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment.
8.1.5 Ensure that on appointment to the Board, directors receive a formal letter of appointment, prepared by the company secretary, setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside Board meetings.
8.2 It shall also make recommendations to the Board:
8.2.1 As regards plans for succession, in particular, of the chairman and the chief executive.
8.2.2 As regards the re-appointment of any non-executive director at the conclusion of his or her specified term of office having due regard to their performance and ability to continue to contribute to the board in light of the knowledge, skills and experience required.
8.2.3 Concerning the re-election by shareholders of any director required to put himself/herself forward for re-election under the provisions in the company's articles of association having due regard to their performance and ability to continue to contribute to the board in light of the knowledge, skills and experience required.
8.2.4 Concerning any matters relating to the continuation in office of any director at any time.
8.2.5 As regards the appointment of any director to executive or other office.
8.2.6 As regards suitable candidates for the role of senior independent director.
8.2.7 As regards membership of the audit and remuneration committee, in consultation with the chairmen of those committees.
8.3 The positions of chairman and chief executive would be considered at a meeting of:
8.3.1 All the non-executive directors regarding the position of chief executive.
8.3.2 All the directors regarding the position of chairman.
9. Authority
9.1 The committee is authorised to seek any information it requires from any employee of the company in order to perform its duties.
9.2 The committee is authorised to obtain, at the company's expense, outside legal or other professional advice on any matters within its terms of reference.
10. Reporting responsibilities
10.1 The committee chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
10.2 The committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
10.3 The committee shall 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.
11. Performance
11.1 The committee’s performance shall, at least once a year, be reviewed as part of the Board performance review.
