Corporate Governance - Nomination Committee


  1. Membership
    The Nomination Committee (“the Committee”) shall be constituted as a Committee of the Board of Directors (“the Board”) and shall be comprised of at least three members, the majority of whom should be independent non-executive directors.

    Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chief Executive and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.

    The Board shall appoint the Committee Chairman. The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the Chairmanship.

    The Company Secretary or their nominee shall act as the Secretary of the Committee.

  2. Meetings

    Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of the Chairman of the Committee.

    The Committee shall meet from time to time as appropriate but not less than twice a year.

    The quorum necessary for the transaction of business shall be two both of whom must be independent non-executive directors.

    The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.

  3. Duties
    The duties of the Committee shall be:
    1. to 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;
    2. to consider and make recommendations to the Board regarding the appointment of Directors (whether executive or non-executive) to fill vacancies on the Board;
    3. to consider and make recommendations to the Board regarding the appointment of the Chairman of the Company;
    4. to consider and make recommendations regarding the re-appointment of Directors retiring, whether by rotation in accordance with the Articles of Association of the Company or otherwise;
    5. to consider and make recommendations to the Board regarding any matters arising concerning the “independence” of Directors, including conflicts of interest arising as a result of appointments held by Directors, in particular, with those companies which may be suppliers to, customers of, or in competition with the Group. their duties;
    6. 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.
    7. to consider any other items specifically delegated to the Committee by the Board from time to time.

  4. Reporting Procedures
    The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

    The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

    The Secretary shall circulate minutes of meetings of the Committee to all members of the Board.

    The Committee shall make a statement in the annual report about its activities the process used to make appointments and explain if external advice or open advertising has not been used.

  5. Other
    The Committee shall, 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. Authority
    The Committee is authorised to seek any information it requires from any employee of the company 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.