1. Objective
1.1 The purpose of the Committee is to advise the Board on appointments, retirements and resignations from the Board. In particular, the Committee should ensure that the procedure for the selection of potential candidates for Board appointments – either as an Executive or Non-Executive Director – is formal, rigorous and transparent and undertaken in a manner consistent with best practice and that appointments to the Board are made on merit and against objective criteria.
2. Membership
2.1 The Committee should comprise all of the independent Non-Executive Directors. The Chairman and Chief Executive will be members of the Committee. A quorum shall be at least two members, both of whom shall be independent Non-Executive Directors.
2.2 The Chairman of the Committee shall be Chairman or failing him the Senior Independent Non-Executive Director or failing him another independent Non-Executive Director.
2.3 The Chairman of the Board will not chair the Committee when it is dealing with the appointment of a successor to the chair.
2.4 The Company Secretary will be Secretary to the Committee.
3. Frequency of Meetings
3.1 Meetings shall be held not less than once per year and at such other times when there is business to be transacted.
4. Authority
4.1 The Committee is authorised by the Board:
(a) to regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes;
(b) to give full consideration to succession planning for the Directors both Non-Executive and Executive, taking into account the challenges and opportunities facing the company, and what skills and expertise are therefore needed on the Board in the future including the balance between Executive and Non-Executive Directors;
(c) to evaluate the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for each particular appointment;
(d) to consider candidates from a wide range of backgrounds;
(e) to 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; and
(f) to review the re-appointment of those Non-Executive Directors coming up for re-election which takes into account their contribution as a Non-Executive at Board and Committee meetings.
5. Reporting
5.1 The Committee shall ensure that a statement is made 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; about the number of Committee meetings; and about attendance over the course of the year.
5.2 The Chairman of the Committee shall report formally to the Board on its proceedings after each meeting.
5.3 The Committee will make available its Terms of Reference by publishing them on the Company’s website.
6. Recommendations
6.1 The Committee is expected to make the following recommendations to the Board:
(a) as regards plans for succession for both Executive and Non-Executive Directors;
(b) as regards the re-appointment of any Non-Executive Director at the conclusion of their specified term of office;
(c) as regards the nomination for the role of Senior Independent Director and Chairmanship of Audit and Remuneration Committees;
(d) as regards the membership of the Audit and Remuneration Committees in conjunction with the Chairmen of those Committees; and
(e) concerning the re-election by shareholders of any Director under the retirement by rotation provisions in the Company’s Articles of Association and in accordance with the provisions of the Combined Code.
7. Other
7.1 The Committee, shall at least once a year, review its own performance and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.