Nomination Committee - Terms of Reference
To lead the process for Board Appointments and make recommendations to the Board.
Constitution:
The majority of the members should be Independent Non-Executive Directors and chaired by the Chairman. The quorum shall be three. For specific assignments the Chief Executive may be a member of the Committee.
The Company Secretary will act as Secretary to the Committee, ensuring papers are distributed and minutes of decisions are maintained.
Duties:
Prior to appointment evaluate the balance of skills knowledge and experience and prepare an appropriate description of the role and capabilities for a particular appointment.
Be responsible for identifying and nominating for Board approval, suitable candidates to fill Board vacancies, taking into consideration the benefits of diversity on the Board, including gender.
Annually review the structure, size and composition of the Board and make recommendations of any changes required.
Review the succession plans for the Board so as to maintain an appropriate balance of skills and experience on the Board and to ensure progressive refreshing of the Board.
Make recommendations to the Board on the membership of the Remuneration and Audit committee, including chairmanship thereof.
Recommend to the Board re-election of Directors either when required by rotation or at the completion of the term of office for a Non-Executive Director.
Consider the time commitment that any Non-Executive Director will need to give to the Company on appointment.
Review formal appointment letters for Non-Executive Directors.
Prepare an annual statement of activities of the Committee for inclusion in the Annual Report
Adopted 31 August 2010
Share price
-1.65
08/09/2010 10:42 BST
Delayed by 15 mins
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