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• Audit Committee
• Nomination Committee
• Remuneration Committee

Nomination Committee: Terms of Reference

Constitution.

The Board of Directors has established, in line with The UK Corporate Governance Code 2010 (“The Code”), a committee of the Board, henceforth known as the Nomination Committee (“the committee”). The Board shall require the Committee chairman to be the Chairman of the Board.

Membership.

Members of the committee shall be appointed by the board, and save for the Chairman of the Board, shall comprise only of independent non-executive directors, with the exception that the company’s Chief Executive Officer may also be a member of the committee.

The committee shall consist of a minimum of three members. The Company Secretary or a nominee shall act as the secretary to the committee.

Appointments to the committee shall be for a period of up to three years, which may be extended to two further three-year periods provided that the majority of committee members remain independent.

The Chairman of the Board shall not chair the committee when it is dealing with the matter of succession to the chairmanship. In which case the remaining members in attendance shall elect one of their number to chair the meeting.

Quorum.

The quorum necessary for the transaction of business by the committee will be two members.

In the event that a meeting of the Committee is required but a quorum might not be secured, an existing member of the Committee shall be empowered to appoint another non-executive director(s) to attend such meeting in consultation with the Chairman of the Committee.

In the absence of the chairman the members attending will elect one of their number to chair the meeting, who must be an independent director.

Meetings.

Meetings shall be held at least twice per year, and also at such other times as the chairman of the committee shall require. Only members of the committee have the right to attend.

Prior to the commencement of each calendar year, the Chairman of the committee and the secretary shall review the frequency and dates of meetings for the subsequent financial year and propose such dates for agreement by other members of the committee.

A meeting of the committee may be called by the secretary at the request of any member of the committee, and the secretary shall agree the agenda with the chairman.

No other than a committee member is entitled to attend meetings of the Nomination Committee, but other executive and non-executive directors, other senior management and external advisors may be invited to attend for all or part of any meeting as and when appropriate, particular care being taken to recognise and avoid any conflicts of interest.

Meetings of the Committee shall be called by giving at least five working days’ written notice unless all the members of the Committee agree to shorter notice.

Members may participate in a meeting by means of a conference telephone, video conferencing facility or other suitable communicating equipment.

The secretary shall minute the proceedings and resolutions of all meetings as well as keep appropriate records. Minutes of the meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the board, unless a conflict of interest arises.

Annual General Meeting

The chairman of the committee shall attend the annual general meeting prepared to respond to any shareholder questions on the committee’s activities.

In the absence of the chairman of the committee an appointed deputy, should attend the Company's annual general meeting to be available to answer shareholders' questions on the committee’s activities.

Authority.

The Committee is authorised by the Board to determine Company policy within its terms of reference.

It is authorised to seek any information it requires from any employee and all employees shall be directed to co-operate with any request made by the Committee.

Independent Advice and Resources.

The Committee is authorised by the Board to obtain outside legal or other independent professional advice, as it considers necessary to undertake its duties and to secure the attendance of any such advisers at any meetings of the Committee.

In this regard the Committee shall adhere to any Board policy document concerning the securing of such advice.

The Committee is exclusively responsible for establishing the selection criteria for such advisors and their appointment and terms of reference.

The appointment and performance of the advisors shall be reviewed by the Committee on a regular basis and at least annually.

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

Terms of Reference.

The duties of the committee are as follows:-

To ensure;

1. that before appointment is made by the board, the balance of skills, knowledge and experience on the board is evaluated, and, in the light of this evaluation a description of the role and capabilities required for a particular appointment is prepared and in identifying suitable candidates the Committee shall:
   
   
   • use open advertising or the services of external advisers to facilitate the search or appointment;
   • consider candidates from a wide range of backgrounds; and
   • consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position; and
   • that they are aware of prospective candidates other significant commitments, ensuring that the Chairman holds no other FTSE 100 chairmanships.
     
   
   
2. when considering appointments to Chairman of the Board, that a  job specification is prepared, including an assessment of the time required to fulfil the role.
   
3. 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.
4. in conjunction with the Chairman of the Board that, on appointment, new directors receive a full, formal and tailored induction.
5. that the committee keeps up to date and fully informed about strategic issues and commercial changes affecting the company and the market in which it operates.
6. that the committee’s terms of reference and the non-executive director’s terms and conditions of appointment are made publicly available.
7. that the Committee Chairman reports formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

To review;

8. regularly the structure, size and composition of the Board (with particular regard to the balance of executive and non‑executive directors, including independent non‑executives) and to make recommendations to the Board with regard to any adjustments that the Nomination Committee considers necessary;identify and nominate candidates, for the approval of the Board, to fill Board vacancies as and when they arise or as additional or replacement
9. directors.  In identifying suitable candidates, the Nomination Committee shall consider candidates on merit and against objective criteria, and with due regard for the benefits of diversity on the board, including gender taking care that candidates have sufficient time to devote to the particular appointment;
10. plans for the orderly succession of appointments to the Board and to senior management, taking into account the challenges and opportunities facing the Company and the skills and experience needed within the Company and on the Board;
11. annually the time required from non-executive directors.  Performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfil their duties; and
12. annually the committee’s terms of reference and the effectiveness of the committee and to report to the Board in respect thereof, including any recommendations.

To approve;

13. the terms of engagement of non-executive directors.

14. a separate statement for inclusion in the annual report about its activities setting out the process used for appointments and providing an explanation where external advice or open advertising has not been used and including a report on the frequency of, and attendance by members at, committee meetings.

To recommend to the Board;

15. the identification and nomination of candidates to fill board vacancies as and when they arise;
16. suitable candidates for the role of senior independent director.
17. memberships of the Audit and Remuneration Committees, in consultation with the chairmen of those committees.
18. the continuation (or not) in service of any director who has reached the age of 70;
19. 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.
20. the re-appointment of any non-executive director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required;
21. the re-election by shareholders of any director under 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.
22. proposals concerning plans for succession for both executive and non-executive directors and in particular for the key roles of Chairman and Chief Executive
23. the appointment of any director to executive or other office, other than to the positions of Chairman and Chief Executive
24. proposals, on any area, that it deems appropriate, within its remit and where it believes action or improvement is necessary.

Decisions of The Committee

Any decisions of the committee shall be taken on a simple majority basis. The chairman shall have a casting vote in the event of equality of voting.