Nomination Committee

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 comprise the Chairman, the Chief Executive (where appropriate), and at least 2 other members each of whom shall be appointed by the Board.

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 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. Only members of the Committee have the right to attend. However, other individuals, including external advisers may be invited to attend for all of part of any meeting as and when appropriate.

2. Secretary

2.1 The Company Secretary or his nominee shall act as the secretary of the Committee

3. Quorum

3.1 The quorum necessary for the transaction of business shall be two members.

4. Frequency of Meetings

4.1 The Committee shall meet at least twice a year at appropriate times and otherwise as required.

5. Notice of Meetings

5.1 A meeting of the Committee may be called by any member of the Committee or by the Secretary.

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 and any other person required or invited to attend, not fewer than 5 working days prior to the date of the meeting. Supporting papers shall be sent to the Committee members and others attending as appropriate, at the same time.

6. Minutes of Meetings

6.1 Minutes of meetings shall be circulated promptly to all members of the Committee and, once agreed and provided that there is no conflict of interest, the minutes shall be made available to all members of the Board.

7. Annual General Meeting

7.1 The Chairman of the Committee shall attend the Annual General Meeting and be prepared to respond to any shareholder questions on the Committee’s activities.

8. Duties

8.1 The Committee shall:

8.1.1 review and evaluate regularly the Board structure, size, balance of skills and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary;

8.1.2 Consider succession planning for directors and other senior executives, keeping under review the leadership needs of the Company.

8.1.3 Prepare a description of the roles and capabilities required for a particular appointment, be responsible for identifying and nominating candidates for approval of the Board to fill Board vacancies as and when they arise as well as put in place plans for succession, in particular, of the Chairman and the Chief Executive;

8.1.4 Review annually the time required from Non-Executive Directors;

8.1.5 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;

8.1.6 Make a statement in the annual report about its activities; the process used for appointments and explain if external advice or open advertising has not been used; the membership of the Committee, the number of committee meetings and attendance over the course of the year;

8.1.7 The Committee should make recommendations to the Board:

8.1.7.1 On plans for succession for both Executive and Non-Executive Directors;

8.1.7.2 On suitable candidates for the roles of senior independent director;

8.1.7.3 On membership of the Audit and Remuneration Committees, in consultation with the Chairmen of those committees;

8.1.7.4 On the re-appointment of any Non-Executive Director at the conclusion of their specified term of office;

8.1.7.5 On the re-election by shareholders of any Director under the retirement by rotation provisions in the Company’s articles of association;

8.1.7.6 on any matters relating to the continuation in office of any director at any time;

9. Authority

9.1 The Committee is authorised by the Board to investigate any activity within its terms of reference; to seek any information it may require from internal or external sources to carry out its role; and to obtain, as considered necessary, independent external professional and/or legal advice at the Company’s expense.

9.2 The Committee is authorised to seek any information it requires from any employee of the Company in order to perform its duties.

10. Other

The Committee shall:
10.1 Have access to sufficient resources to carry out its duties.

10.2 At least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval.

11. Reporting procedures

11.1 The Chairman of the Committee will report on the deliberations of the Committee to the Board.

11.2 The Committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed.