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Nomination Committee Terms of Reference (as approved by the Board of Directors on 28 February 2007) A. Membership 1. The Committee shall comprise of at least three members, each of whom shall be appointed by the Board. 2. A majority of members of the Committee shall be independent non-executive Directors. 3. The Board shall appoint the Committee Chairman. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of their number to chair meetings. 4. The Company Secretary or a nominee shall act as the Secretary of the Committee. B. Meetings 1. The Committee shall meet annually and at such other times as the Chairman of the Committee shall require. 2. A meeting of the Committee may be called by any member of the Committee or by the Secretary. 3. Notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee not fewer than 5 working days prior to the date of the meeting. 4. The quorum for meetings shall be two of whom at least one must be an independent non-executive Director(s). 5. The Secretary shall minute the proceedings of all meetings. 6. Copies of the minutes of the meetings shall be circulated to all members of the Committee and to the Chairman of the Board; any director may, upon request to the Secretary of the Committee, provided that there is no conflict of interests, obtain copies of the Committee's agenda and minutes. 7. The Chairman of the Committee shall attend the Annual Meeting prepared to respond to any shareholders questions on the Committees' activities. C. Duties The Committee shall: 1. Review regularly the company's leadership requirements, the Board structure, size, succession planning and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary. 2. Be responsible for identifying and nominating candidates for the approval of the Board, to fill Board vacancies as and when they arise as well as put in place plans for succession, in particular, of the Chairman. 3. Before nominating a candidate, evaluate the balance of skills, knowledge and experience on the Board and, in light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. 4. Consider candidates from a wide range of backgrounds. 5. Review annually the time required from a non-executive director. Performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfil their duties. 6. Make a statement in the Annual Report and Accounts 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, number of Committee meetings and attendance over the course of the year. 7. Make available its terms of reference explaining clearly its role and the authority delegated to it by the Board. 8. 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 other involvement outside Board meetings. 9. Conduct an annual review of their work. D. Recommendations to the Board The Committee should make recommendations to the Board: - 1. Concerning the continuation (or not) in service of a director. 2. Concerning directors who are retiring by rotation to be put forward for re-election. 3. Regarding the appointment of an executive or non-executive director, other than to the positions of Chairman and Chief Executive. 4. As regards plans for succession for both executive and non-executive directors. 5. In relation to membership of the Audit and Remuneration Committees. E. Authority 1. The Committee shall have the power to employ the services of such advisers as it deems necessary to fulfil its responsibilities. |
