NOMINATION COMMITTEE TERMS OF REFERENCE
1.1 To ensure that the Company has a formal and transparent procedure for the appointment of new executive and non-executive directors to the board of the Company (the "Board").
1.2 To ensure that the Company reviews the balance and effectiveness of the Board, identifying the skills needed and those individuals who might best provide them, in accordance with the principles and provisions contained in the UK Corporate Governance Code (the "Code").
2.1 The Nomination Committee shall consist of at least three directors, a majority of whom shall be independent non-executive directors. All appointments to the Nomination Committee shall be made by the Board.
2.2 The Board shall appoint the Chairman of the Nomination Committee who shall be either the chairman of the Board or an independent non-executive director.
2.3 Appointments to the Nomination Committee shall be shall be for a period of up to three years, which may be extended for further periods of up to three years provided that the director still meets the criteria for membership of the committee.
2.4 Only members of the Nomination Committee shall have the right to attend meetings of the Nomination Committee. However, other individuals such as the Company's Chief Executive, the head of the human resources and external advisers may be invited to attend all or part of any meeting as and when appropriate.
3. Duties and authority
3.1 The Nomination Committee is a sub-committee of the Board and, as such, exercises the powers of the Board that have been delegated to it, is answerable to the Board and will report to it on a regular basis. It is authorised to seek any information which it requires from employees of the Company and any subsidiary undertakings of the Company from time to time (the "Group"), all of whom are directed to co-operate with any request made by the Nomination Committee.
3.2 In connection with its duties, the Nomination Committee is authorised by the Board, at the Company's expense, to employ the services of such advisers (including outside legal or other professional advisers) as it deems necessary to fulfil its responsibilities within its terms of reference.
3.3 In particular, the Nomination Committee shall:-
3.3.1 regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any adjustments that are deemed necessary;
3.3.2 give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board in the future;
3.3.3 be responsible for identifying and nominating, for the approval of the Board, candidates to fill board vacancies as and when they arise;
3.3.4 before any appointment is made by the Board, evaluate the balance of skills, knowledge, independence, experience and diversity on the Board, and, in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the Committee shall:-
(a) use open advertising or the services of external advisers to facilitate the search;
(b) consider candidates from a wide range of backgrounds;
(c) 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 appointees have enough time available to devote to the position;
3.3.5 keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
3.3.6 keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates;
3.3.7 prepare a job specification for the appointment of a chairman of the Company, including an assessment of the time commitment expected, recognising the need for availability in the event of crises, and requiring that a proposed chairman's other significant commitments are disclosed to the Board before appointment and any changes to the chairman's commitments should be reported to the Board as they arise;
3.3.8 prior to the appointment of a director, the proposed appointee should be required to disclose any other business interests that may result in a conflict of interest and be required to report any future business interests that could result in a conflict of interest;
3.3.9 review 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;
3.3.10 review the results of the Board performance evaluation process that relate to the composition of the Board;
3.3.11 when considering the appointment of both executive and non executive directors to the Board, review such directors' positions and interests in other companies or firms, in order to identify any conflicts or potential conflicts of interest and make recommendations to the Board as to whether these positions and interests should be authorised;
3.3.12 review each director's conflicts authorisations annually to check it is appropriate for the relevant matters to remain authorised and make recommendations to the Board accordingly;
3.3.13 make recommendations to the Board concerning the appointment of any director to executive or other office (including, for the avoidance of doubt, the positions of chairman of the Board and chief executive);
3.3.14 make recommendations to the Board regarding the formulation of plans for the succession for both executive and non-executive directors, in particular for key roles of chairman and chief executive;
3.3.15 make recommendations to the Board for relevant director training and track attendance of such training on an annual basis;
3.3.16 make recommendations to the Board for the appointment and continuation (or not) in service of a non-executive director having given due regard to their performance and ability to continue to contribute to the Board in light of the knowledge, skills and experience required;
3.3.17 make recommendations to the Board as to the membership of the Audit and Remuneration committees, and any other Board committees as appropriate, in consultation with the chairmen of those committees;
3.3.18 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;
3.3.19 make recommendations to the Board concerning the re-election by shareholders of directors under the annual re-election provisions of the UK Corporate Governance 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 (particularly in relation to directors being re-elected for a term beyond six years);
3.3.20 make recommendations to the Board concerning suitable candidates for the role of senior independent director;
3.3.21 make recommendations to the Board concerning 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
3.3.22 work and liaise as necessary with other board committees.
3.4 In carrying out his specific duties set out above, each member of the Committee should also consider his general duties as a director of the Company, including:
3.4.1 his duty to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, having regard to all relevant factors;
3.4.2 his duty to exercise independent judgment;
3.4.3 his duty to exercise reasonable care, diligence and skill;
3.4.4 his duty to avoid conflicts of interest; and
3.4.5 his duty to act in accordance with the Company's constitution and only exercise his powers for the purposes for which they were conferred.
4.1 In the absence of the Chairman of the Nomination Committee and/or an appointed deputy, the remaining members present (provided they be not less than two in number) shall elect one of themselves to chair the meeting from those who would qualify under these terms of reference to be appointed to that position by the Board. The chairman of the Board may not chair the Nomination Committee when it is dealing with the matter of succession to the chairmanship.
4.2 The company secretary or their nominee shall act as the secretary of the Nomination Committee.
4.3 The quorum for any decisions of the Nomination Committee shall be two both of whom must be independent non-executive directors.
4.4 A duly convened meeting of the Nomination Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Nomination Committee.
4.5 The Nomination Committee may fulfil its duties with a combination of both formal meetings and informal consultation.
4.6 The Nomination Committee shall meet at least once in each year and at such other times as the Chairman of the Nomination Committee shall require.
4.7 Meetings of the Committee shall be called by the secretary of the Committee at the request of the chairman of the Committee.
4.8 Unless otherwise agreed, notice of each meeting of the Nomination Committee confirming the venue, time and date, together with an agenda of items to be discussed and supporting papers shall be forwarded to each member of the Nomination Committee, any other person required to attend and all other non-executive directors no later than five working days before the date of the meeting.
4.9 The company secretary shall minute the proceedings and resolutions of all meetings of the Nomination Committee, including details of those present or in attendance and details of any conflicts of interest notified to the Nomination Committee. Draft minutes of the Nomination Committee meetings shall be circulated promptly to all members of the Nomination Committee. Once approved, the minutes should be circulated to all members of the Board unless a conflict of interest exists or, in the opinion of the Nomination Committee chairman, it would be in appropriate to do so.
5.1 The Chairman of the Nomination Committee shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
5.2 The Nomination Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
5.3 The Nomination Committee shall produce a statement to be included in the Company's annual report and accounts about its activities, the process used to make appointments and explain if external advice or open advertising has not been used.
5.4 The Chairman of the Nomination Committee shall attend the annual general meeting of the Company to answer shareholder questions on the Nomination Committee's activities.
6. Other matters
6.1 The Nomination Committee shall:
6.1.1 have access to sufficient resources in order to carry out its duties, including access to the company secretariat for assistance as required;
6.1.2 be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members;
6.1.3 give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the Listing, Prospectus and Disclosure and Transparency Rules and any other applicable rules, as appropriate; and
6.1.4 arrange for periodic reviews of its own performance and, 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.
6.1.5 ensure that these terms of reference are made available by placing them on the Company's website.
Adopted by resolution of the Board on 15 February 2018