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Nomination Committee

Terms of reference

Membership

The Nomination Committee (the "Committee") shall consist of Robert Beeston, Ian Brindle, Chris Girling, Kevin Matthews, Ken Minton and Matthew Peacock.

The Chairman of the Committee shall be Robert Beeston unless the Committee is dealing with the appointment of a successor to the chairmanship.

The Company Secretary or the Deputy Company Secretary shall be the Secretary to the Committee.

Attendance at Meetings

No one other than the Committee Chairman and members is entitled to be present at a meeting of the Committee, but others may attend at the invitation of the Committee.

Authority

The Committee shall be authorised by the Board to lead the process for Board appointments and make recommendations to the Board.

Principal Responsibilities

The responsibilities of the Committee will be to:-

  • Nominate for approval of the Board, candidates to fill Board vacancies as and when they arise.

  • Prepare a job specification for a particular appointment, having carried out a comprehensive evaluation of the same, taking into account the balance of skills, knowledge and experience already on the Board.

  • Carry out a performance evaluation in order to assess whether a non-executive director is spending enough time to fulfil their duties. To review on an annual basis the time that a non-executive director is giving to their role.

  • Look at candidates from a broad range of backgrounds.

  • Look at the challenges and opportunities that will face the Company in the future and when succession planning and to take into account the particular areas of skill and expertise that may be needed on the Board in the future.

  • Prepare a job specification with regard to the appointment of a Chairman, including an assessment of the time commitment expected. They should make sure that a Chairman’s other significant commitments are disclosed to the Board before appointment and these should also be included in the next annual report.

  • Review the size and composition of the Board, together with the skills, knowledge and experience and to make any recommendations for change that they think may be necessary.

  • Keep under constant review the leadership requirements of the Company, looking at both the executive and non-executive directors in order that the organisation can compete effectively in the marketplace.

  • Ensure that on appointment to the Board the non-executive directors receive a formal letter of appointment setting out in clear terms what is expected of them in terms of time commitment, committee service and involvement outside Board meetings. The non-executives should undertake to the Company that they will have sufficient time to meet what is expected of them.

Recommendations to the Board

The Committee should make the following recommendations to the Board:-

  • Succession planning for executive and non-executive directors.

  • Regarding the re-appointment of any non-executive director at the end of their specified term of office.

  • Concerning the re-election by shareholders of any director under the retirement by rotation provisions in the company’s articles of association.

  • Regarding any matters relating to the continuation in office of any director at any time.

  • In respect of the appointment of any director to executive or other office other than to the positions of Chairman and Chief Executive.

Reporting Procedures

The Nomination Committee should make available its terms of reference, explaining its role and the authority delegated to it by the Board. These may be made available by placing the information available on the Company’s website.

The Listing Rules require that the annual report records the names of the members of the Committee.

The annual report should also include a separate section describing the work of the Committee, including the process it has used in relation to Board appointments and an explanation if neither an external search consultancy nor open advertising has been used in the appointment of a Chairman or a non-executive director.

A statement should be made in the annual report regarding the membership of the Committee, the number of Committee meetings that have taken place over the year. The statement should also note how many meetings the Committee members have attended during the year.

The Chairman of the Committee should be available to answer questions at the AGM.