TERMS OF REFERENCE
1.1. The Committee shall comprise at least three Directors. A majority of the members of the Committee shall be independent non-executive Directors.
1.2. Only members of the Committee have the right to attend Committee meetings. However, other individuals may be invited to attend for all or part of any meeting, as and when appropriate.
1.3. Appointments to the Committee are made by the Board and shall for a period of up to three years, which may be extended for further periods of up to three years, provided the Director still meets the criteria for membership of the Committee.
1.4. 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, namely the Chairman of the Board or an independent Non-Executive Director. The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the Chairmanship.
2.1 The Company Secretary or his or her nominee shall act as secretary of the Committee.
3.1. The quorum necessary for the transaction of business shall be two, both of whom must be independent Non-Executive Directors. 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. Frequency of Meetings
4.1. The Committee shall meet at least twice a year and otherwise as required.
5. Notice of Meetings
5.1. Meetings of the Committee shall be called by the secretary at the request of the Committee Chairman.
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 three days before the date of the meeting.
6. Minutes of Meetings
6.1. The secretary shall minute the proceedings and resolutions of all meetings of the Committee, including a record of the names of those present and in attendance.
6.2. Draft minutes of Committee meetings shall be circulated promptly to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board unless it would be inappropriate to do so
7. Annual General Meeting
7.1. The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.
The Committee should carry out the duties below for the parent company, major subsidiary undertakings and the group as a whole, as appropriate.
The Committee shall:
8.1.1. regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) 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 management 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. keep up to date and fully informed about strategic issues and commercial changes affecting the company and the market in which it operates;
8.1.4. be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;
8.1.5. before any appointment is made by the Board, 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. In identifying suitable candidates the Committee shall:
184.108.40.206. use open advertising or the services of external advisers to facilitate the search;
220.127.116.11. consider candidates from a wide range of backgrounds; and
18.104.22.168. 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.
8.1.6. 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 market place;
8.1.7. ensure that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment setting out clearly what is expected from them in terms of time commitment, commitment service and involvement outside of Board meetings;
8.1.8. For the appointment of a Chairman, the Committee should prepare a job specification, including the time commitment expected. A proposed Chairman’s other significant commitments should be disclosed to the Board before appointment and any changes to the Chairman’s commitments should be reported to the Board as they arise;
8.1.9. 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;
8.1.10. Review the results of the Board evaluation process that relate to the composition of the Board;
8.1.11. Work and liaise as necessary with all other Board committees; and
8.1.12. The Committee shall also make recommendations to the Board concerning:
22.214.171.124. formulating plans for succession for both executive and Non-Executive Directors and in particular for the key roles of Chairman and Chief Executive;
126.96.36.199. suitable candidates for the role of Senior Independent Director;
188.8.131.52. membership of the Audit and Remuneration Committees, in consultation respectively with the Chairmen of those Committees;
184.108.40.206. 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;
220.127.116.11. the re-election by shareholders of any Director under the annual re-election provisions of the UK Corporate Governance Code or 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 and the need for progressive refreshing of the Board (particularly in relation to Directors being re-elected for a term beyond 6 years;
18.104.22.168. 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 any provisions of law and their service contract; and
22.214.171.124. the appointment of any Director to executive or other office.
9. Reporting Responsibilities
9.1. The Committee Chairman 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 areas 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 if external advice or open advertising has not been used explain why. Where an external search agency has been used, it shall be identified in the annual report and a statement made as to whether it has any connection with the company; and
9.4. The report referred to in 9.3 above should include a statement of the Board’s policy on diversity, including gender, any measurable objectives that is has for implementing the policy, and progress on achieving the objectives.
10. Other Matters
The Committee shall:
10.1. 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.
10.2. The Committee shall have access to sufficient resources in order to carry out its duties, including access to the company secretariat for assistance as required.
10.3. The Committee shall be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.
10.4. The Committee shall give due consideration to laws and regulations, the provisions of the Code and the requirements of the UK Listing Authority’s Listing, Prospectus and Disclosure and Transparency Rules and any other applicable Rules, as appropriate.
11.1. In connection with its duties the Committee is authorised by the Board, at the Company’s expense to obtain any outside legal or other professional advice.