The Committee shall be appointed by the Board and shall consist of not less than three members, the majority of whom should be independent non-executive directors.
The Chairman of the Board should chair the Committee, but in the absence of the Chairman the remaining members present shall elect one of their number to chair the meeting. The Chairman should not chair the meeting when it is dealing with the appointment of a successor to the chairmanship of the Board.
The quorum shall be two members, both of whom should be independent non-executive directors.
Other directors of the Company shall not normally attend the meetings, nor shall they have the automatic right to attend. The Chairman of the meeting, at his discretion, may call upon any other person to attend as and when appropriate.
The Company Secretary shall act as Secretary to the Committee.
Meetings shall be held as required, but at least annually and as otherwise required to enable the Committee to fulfil its obligations to the Company.
The Committee is authorised to seek any information it reasonably requires from any employee of the Group in order to perform its duties.
The Committee is authorised to obtain, at the Company’s expense outside legal or other professional advice on any matters within its terms of reference.
(a) The Committee shall:
5.1 regularly review the structure, size and composition (including the skills, knowledge and experience) required of the board compared to its current position and make recommendations to the board with regard to any changes;
5.2 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 what skills and expertise are therefore needed on the board for the future;
5.3 be responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise;
5.4 before any appointment is made by the board, 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 a particular appointment. In identifying suitable candidates the Committee shall:
5.5 use open advertising or the services of external advisers to facilitate the search; consider candidates from a wide range of backgrounds; and
5.6 consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position;
5.7 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 market place;
5.8 keep up to date and fully informed about strategic issues and commercial changes affecting the company and the market in which it operates;
5.9 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; and,
5.10 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 in outside board meetings.
The Committee shall also make recommendations to the Board concerning:
5.1 formulating plans for succession for both executive and non-executive directors and in particular for the key roles of Chairman and Chief Executive;
5.2 suitable candidates for the role of senior independent director;
5.3 membership of the Audit and Remuneration Committees, in consultation with the Chairmen of those Committees;
5.4 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;
5.5 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;
5.6 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,
5.7 the appointment of any director to executive or other office other than to the positions of Chairman and Chief Executive, the recommendation for which would be considered at a meeting of the full board.
Minutes of the Committee meetings shall be circulated to all members of the Committee and made available on request to all other members of the Board.
The Chairman of the Committee shall report formally to the Board on the Committee’s proceedings after each meeting.
The Committee shall make a statement in the annual report about its activities, including details of the processes used to make any appointments.
The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.
The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure that it is operating effectively and, if relevant, to recommend any changes necessary to the Board.
The Committee shall review annually the time required from non-executive directors and undertake an annual performance evaluation to ensure that directors are devoting sufficient time to their duties.