Terms of Reference for the Nomination Committee

The board of directors of the Company (the "Board") has resolved to establish a committee of the Board to be known as the Nomination Committee.

2.1.    The committee shall comprise at least three members.  Members of the committee shall be appointed by the Board.

2.2.    A majority of members of the committee shall be non-executive directors.

2.3.    The Board shall appoint the committee chairman who should be either the chairman of the Board or an independent non-executive director. In the absence of the committee chairman and/or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting from those who would qualify under these terms of reference to be appointed to that position by the Board. When the committee discuss matters relating to the board position of individual committee members, each person that is the subject of such discussion shall absent himself/herself for the duration of the discussion that relates to him/her. (When the Board discuss appointments to/removals from the committee, each person that is the subject of consideration for appointment/removal shall absent himself/herself for the duration of the discussion that relates to him/her).

2.4.    Appointments shall be for a period of up to three years, extendable for further periods of up to three-years, provided the director still meets the criteria for membership of the committee.

The quorum necessary for the transaction of business shall be two members of whom at least one shall be an independent non-executive director.  A duly convened meeting of the 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 committee.

4.1.    Only members of the committee have the right to attend committee meetings.  However, other individuals such as the chief executive, the head of human resources and external advisors may be invited to attend all or part of any meeting, as and when appropriate.

4.2.    Telephone/virtual meetings are permissible.

4.3.    The company secretary or his or her nominee shall act as the secretary of the committee.

5.1.    The committee shall meet at least once a year and at such other times as the chairman of the committee shall require.

6.1.    The committee is authorised to seek any information it requires from any employee of the company in order to perform its duties.

6.2.    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.

7.1.1.    Regularly review the balance of skills, knowledge. experience and diversity on the Board, and the structure, size and composition of the Board and make recommendations to the Board with regard to any adjustments that are deemed necessary;
7.1.2.    Be responsible for preparing a description of the role and capabilities required, and for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise.  In identifying suitable candidates the committee shall

7.1.2.1.    Use open advertising or the services or verification of external advisers to facilitate the search;
7.1.2.2.    Consider candidates from a wide range of backgrounds;
7.1.2.3.    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;
7.1.2.4.    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;

7.1.3.    Keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability to compete effectively in the marketplace;
7.1.4.    Keep up to date and fully conversant with strategic issues and commercial changes affecting the company and the market in which it operates;
7.1.5.    Review the results of the Board performance evaluation process that relate to the composition of the Board; and
7.1.6.    Review annually the time required from non-executive directors to fulfil their duties.

7.2.    The committee shall also make recommendations to the Board concerning:

7.2.1.    succession planning for directors and other senior executives , in particular of the chairman (for whom a job specification should be prepared, including an assessment of the time commitment expected) and the chief executive.;
7.2.2.    the re-appointment of any non-executive director at the conclusion of his or her specified term of office;
7.2.3.    any matters relating to the continuation in office as a director of any director at any time;
7.2.4.    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:

7.2.4.1.    all the non-executives regarding the position of chief executive;
7.2.4.2.    all the directors regarding the position of chairman;

7.2.5.    suitable candidates for  the role of senior independent director;
7.2.6.    membership of the audit and remuneration committees, and any other board committees as appropriate, in consultation with the chairmen of those committees;
7.2.7.    the re-appointment of any non-executive director at the conclusion of their 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;
7.2.8.    the re-election by shareholders of directors under the annual re-election provisions of the Code; and
7.2.9.    the appointment of any director to executive or other office (except for the positions of chairman and chief executive, which shall be matters for the Board).

7.3.    The committee shall review annually its terms of reference and its own effectiveness.

8.1.    The secretary shall minute the proceedings and resolutions of all committee meetings, including the names of those present and in attendance.

8.2.    Minutes of the committee meetings shall be circulated to all members of the committee and to the chairman of the Board (if not a member of the committee) and should be circulated to all other members of the Board unless it would be inappropriate to do so.

8.3.    The committee shall produce a report on its activities to be included in the Company’s annual report.

9.1.    The chairman of the committee shall attend the Annual General Meeting to answer shareholder questions on the committee's activities.