The principal oversight responsibilities of the Audit Committee are:
internal control and risk management
Nominations Committee (‘Committee’) – Terms of Reference
Members of the Committee shall be appointed by the board and shall be
made up of at least 3 members, the majority of whom should be independent nonexecutive directors.
Only members of the Committee have the right to attend Committee
meetings. However, other directors or individuals such as the head of human resources
and external advisers may be invited to attend for all or part of any meeting, as and
Appointments to the Committee shall be for a period of up to three years,
which may be extended for two further three-year periods provided that the majority of
the Committee members remain independent.
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. The Chairman of the board shall not
chair the Committee when it is dealing with the matter of succession to the chairmanship
The company secretary or their nominee shall act as the secretary of the
The quorum necessary for the transaction of business shall be 2 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.
Frequency of Meetings
The Committee shall meet at least once a year and at such other times as
the Chairman of the Committee shall require.
Notice of Meetings
Meetings of the Committee shall be summoned by the secretary of the
Committee at the request of the Chairman of the Committee.
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 nonexecutive directors, no later than 5 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.
Minutes of Meetings
The secretary shall minute the proceedings and resolutions of all
Committee meetings, including the names of those present and in attendance.
Minutes of Committee meetings shall be circulated promptly to all
members of the Committee and the Chairman of the board and, once agreed, to all
other members of the board, unless a conflict of interest exists.
Annual General Meeting
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 shall:
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 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:
use open advertising or the services of external
advisers to facilitate the search;
consider candidates from a wide range of
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 organisation, both
executive and non-executive, with a view to ensuring the continued ability of the
organisation to compete effectively in the marketplace;
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
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
The Committee shall also make recommendations to the board
formulating plans for succession for both executive and nonexecutive directors and in particular for the key roles of Chairman and Chief
Executive (but see 8.2.8 below);
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 continuation (or not) in service of any director who has reached
the age of 65 (including the need for annual re-appointment);
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;
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 and Chief Executive, the recommendation for
which would be considered at a meeting of the full board.
The Committee Chairman shall report formally to the board on its
proceedings after each meeting on all matters within its duties and responsibilities.
The Committee shall make whatever recommendations to the board it
deems appropriate on any area within its remit where action or improvement is needed.
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.
The Committee shall, 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.
The Committee is authorised to seek any information it requires from any
employee of the company in order to perform its duties.
The Committee is authorised within agreed limits to obtain, at the
company’s expense, outside legal or other professional advice on any matters within its
terms of reference.