1. Membership

1.1 The members of the Nominations Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of not less than two members. The members shall be independent Non-Executive Directors of the Company who are independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement. The members of the Nominations Committee should be listed each year in the Directors' Report to shareholders. The Chief Executive attends by invitation only.

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

1.3 The Board shall appoint the Committee Chair who should be an independent Non- Executive Director. In the absence of the Committee Chair and/or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting. The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the chairmanship.

2. Secretary

2.1 The Chief Executive, when in attendance, acts as the secretary of the Committee.

3. Quorum

3.1 The quorum for decisions of the Nominations Committee shall be any two members.

4. Frequency of Meetings

4.1 The Committee shall meet at least once a year and at such other times as the Chair of the Committee shall require. The Chief Executive of the Company may request a meeting if he considers one is necessary.

5. Notice of Meetings

5.1 Meetings of the Committee shall be summoned by the Chair of the Committee.

5.2 Unless otherwise agreed, 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, any other person required to attend and all other Non-Executive Directors, no later than two working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.

6. Minutes of Meetings

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

6.2 Minutes of Committee meetings shall be circulated promptly to all members of the Committee.

7. Annual General Meeting

7.1 The Chair of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee's activities.

8. Duties

8.1 The Committee shall:

8.1.1 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;

8.1.2 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 in the future;

8.1.3 Be responsible for identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as and when they arise;

8.1.4 Before 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:

  • 8.1.4.1 use open advertising or the services of external advisers to facilitate the search;
  • 8.1.4.2 consider candidates from a wide range of backgrounds; and
  • 8.1.4.3 consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position;

8.1.5 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 marketplace;

8.1.6 Keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates;

8.1.7 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

8.1.8 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 involvement outside Board meetings.

8.2 The Committee shall also make recommendations to the Board concerning:

8.2.1 Formulating plans for succession for both Executive and Non-Executive Directors and in particular for the key roles of Chairman and Chief Executive (but see 8.2.8 below);

8.2.2 Suitable candidates for the role of Senior Independent Non-Executive Director;

8.2.3 Membership of the Audit and Remuneration Committees, in consultation with the Chair of those committees;

8.2.4 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;

8.2.5 The continuation (or not) in service of any Director who has reached the state retirement age;

8.2.6 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;

8.2.7 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

8.2.8 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.

9. Reporting Responsibilities

9.1 The Committee Chair shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

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

9.3 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.

10. Other

10.1 The Committee shall, 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.

11 Authority

11.1 The Committee is authorised to seek any information it requires from any employee of the Company in order to perform its duties.

11.2 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.

Schedule 1

Guidelines When Seeking Independent Professional Advice

1. A Director shall give prior notice to the Chairman and the Company Secretary of his intention to seek independent professional advice under this procedure and shall provide the name(s) of any professional advisers he proposes to instruct, together with a brief summary of the subject matter.

2. The Company Secretary shall provide a written acknowledgement of receipt of the notification which shall state whether the fees for the professional advice sought are payable by the Company under these procedures. A Director shall obtain the prior approval of the Chairman where the fees of independent professional advisers are likely to exceed £1,000.

3. "Independent professional advice" for the purpose of these guidelines shall include legal advice and advice of accountants and other professional financial advisors.

4. Any advice received shall be made available to other members of the Board, if the Board so requests.