Nomination committee

Membership

• 1. The members, including the chairman, of the committee shall be appointed by the board. The committee shall consist of not less than three members, the majority of whom shall be independent non-executive directors of the Company. A quorum shall be any two members of whom at least one shall be an independent non-executive director.

  The chairman of the board shall be the chairman of the committee (other than where the meeting is considering issues relating to the chairman of the board, including the appointment of his successor, in which case the senior independent director shall take the chair). In the absence of the committee chairman, the remaining members present shall elect one of themselves to the chair of the meeting.

Attendance at meetings

• 2. Other board members may attend any meeting of the committee and members of management and any advisers appointed by the committee shall attend, if invited by the committee.
• 3. The group company secretary or his nominee shall be the secretary of the committee and attend the meetings.

Frequency of meetings

• 4. Meetings shall be held as frequently as required but not less than annually.

Authority

• 5. The committee is authorised by the board to:
  1. Investigate, or cause to be investigated, any activity within its terms of reference;
  2. Obtain at the Company’s expense external legal or independent professional advice from such advisers as the committee shall select, who may at the invitation of the committee attend meetings as necessary; and
  3. Meet for despatch of its business, adjourn and otherwise regulate its meetings as it sees fit including approving items of business by the written resolution procedure set out in the Company’s articles of association;
  4. Delegate any of its duties as is appropriate to such persons or person as it thinks fit.

Duties

• 6. The duties of the committee shall be to:
  1. Identify and nominate for the board’s approval, suitable candidates to fill casual vacancies from time to time arising, additional appointments to the board, and appointments to the chairmanship of the board or its committees, against a specification of the role and capabilities required for the appointment;
  2. Evaluate and keep under review the balance of skills, knowledge and experience of the board and directors (and the changes likely to be necessary for the future), taking into account the Company’s risk appetite and its strategy, and make recommendations to the board in relation to the rotation and succession of non-executive directors;
  3. Monitor and review the succession plans for the group chief executive and other executive directors with a view to making a recommendation to the board regarding any changes;
  4. Review on a regular basis the career and development plans for the Company’s most senior members of management with a view to ensuring that there is an adequate talent pool of potential executive directors;
  5. Make recommendations to the board relating to directors’ independence and to review annually each director’s independence including his actual, potential or perceived conflicts of interests and to authorise any potential conflicts of interest which arise as a matter of urgency between board meetings;
  6. Ensure that on appointment a director has sufficient time to undertake the role and to review his commitments;
  7. Make recommendations to the board regarding the re-appointment of non-executive directors upon their falling due for re-election by shareholders in accordance with the Company’s articles of association or their reappointment at the end of the specified term set out in their appointment letter;
  8. Make recommendations to the board relating to the continuation in office of any director;
  9. Approve a report on the committee’s activities for inclusion in the Company’s annual report and accounts;
  10. Consider any other topics referred to it by the board from time to time.

Reporting procedures

• 7. The chairman of the committee shall report to the board at regular intervals informing the board of the matters the committee has reviewed and making recommendations when requested. The group company secretary shall circulate the minutes of meetings of the committee to all members of the board.
• 8. The committee members shall undertake a review of the committee’s performance and these terms of reference annually and, if necessary, make recommendations to the board for approval.
• 9. The committee’s duties and activities during the year shall be disclosed in the annual report and accounts.
• 10. The chairman of the committee shall attend the Company’s annual general meeting and shall answer questions, through the chairman of the board (if different), on the committee’s activities and responsibilities.