Terms of reference of the Nomination Committee of the Board

          Adopted pursuant to a resolution of the Board Of Directors dated 9 December 2003

Name

Nomination Committee.

Membership

  • The committee shall be appointed by the board. Members of the committee shall be the Chairman of the board and two or more independent non-executive directors of the company.
  • The chairman of the committee shall be appointed by the board. The Chairman of the board shall not chair the committee when it is dealing with the matter of succession of the chairmanship.

Quorum

2 members.

Secretary

Group Secretary.

Attendance at meetings

The CEO and other board members shall attend if invited by the committee.

Frequency and notice of meetings

  • Meetings shall be held not less than twice a year.
  • Notice of meeting shall not be required.

Authority

The committee is authorised by the board to:

  • investigate any activity within its terms of reference;
  • seek any information that it requires from any employee of the company and all employees are directed to cooperate with any request made by the committee; and
  • obtain outside legal or independent professional advice and such advisors may attend meetings as necessary.

Responsibilities

The responsibilities of the committee shall be 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;
  • 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 in the future;
  • be responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise;
  • before making an appointment, 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:
    • use open advertising or the services of external advisers to facilitate the search;
    • consider candidates from a wide range of backgrounds; and
    • consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position;
  • keep under review the leadership needs of the organization, both executive and non-executive, with a view to ensuring the continued ability of the organization to compete effectively in the marketplace;
  • keep up to date and fully informed about strategic issues and commercial changes affecting the company and the market in which it operates;
  • 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;
  • ensure that on appointment to the board, non-executive directors receive a formal letter of appointment setting out clearly what is expected to them in terms of time commitment, committee service and involvement outside board meetings; and
  • make recommendations to the board concerning:
  • plans for succession for both executive and non-executive directors and in particular for the key roles of Chairman of the board and Chief Executive;
  • suitable candidates for the role of senior independent director;
  • membership of the audit and remuneration committees, in consultation with the chairmen of those committees;
  • 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;
  • 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 knowledge, skills and experience required;
  • 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
  • the appointment of any director to executive or other office other than to the positions of Chairman of the board and Chief Executive, the recommendation for which would be considered at a meeting of the full board.

Reporting procedures

  • The secretary shall circulate the minutes of meetings of the committee to all members, unless a conflict of interest exists.
  • The committee members shall conduct an annual review of their work and these terms of reference and make recommendations to the board.
  • The committee's activities, the process used to make appointments and an explanation if external advice or open advertising has not be used should be disclosed in the annual financial statements.