1.1 The committee shall comprise at least three directors. A majority of the members shall be independent non-executive directors.
1.2 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, the remaining members present shall elect one of their number, who must be a non-executive director, 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.
1.3 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.
1.4 Appointments to the Committee are made by the Board and shall be 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
2.1 The Company Secretary shall act as the Secretary of the Committee, if asked to do so.
3.1 The quorum necessary for the transaction of business shall be two members, 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 once a year and otherwise as required. Any member of the Committee may request a meeting if they consider that one is necessary.
5. Notice of Meetings
5.1 Unless otherwise agreed, notice of each meeting confirming the venue, time and date and an agenda of items, shall be forwarded to each member of the Committee, any other person required to attend and all other non-executive directors, in advance of each meeting.
6. Minutes of Meetings
6.1 Minutes 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 it would be inappropriate to do so.
7. Annual General Meeting
7.1 The Chairman of the Committee shall make every effort to attend the Annual General Meeting and be prepared to respond to any shareholder questions on the Committee’s activities.
8.1 The Committee shall:
8.1.1. Regularly review the structure, size and composition(including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes.
8.1.2. Give full consideration to succession planning for executive and non-executive directors and for the Chairman and Chief Executive, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board in the future.
8.1.3. Identify and nominate candidates to fill board vacancies when they arise, the final decision being taken by the full board and deal with issues concerning suspension or termination of service.
8.1.4. 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.
8.1.5. Keep up to date and fully informed about strategic issues and commercial changes affecting the Company and market in which it operates.
8.1.6. Ensure that on appointment, non-executive directors receive a formal letter of appointment containing details of time commitment, committee service and involvement in outside board meetings.
8.1.7. 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.
8.1.8. Prior to the appointment of a director, the proposed appointee should be required to disclose any other business interests and be required to report any future business interests that could result in a conflict of interest.
8.1.9. Before any appointment is made by the Board, evaluate the balance of skills, knowledge, experience and diversity 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:
220.127.116.11 Use open advertising or choose external advisers to facilitate the search;
18.104.22.168 Consider candidates from a wide range of backgrounds, on merit and against objective criteria, taking care that appointees have enough time available to devote to the position;
22.214.171.124 Consider more than one potential candidate;
126.96.36.199 Provide the opportunity to introduce candidates to all of the Board members and receive their comments on the candidates ;
188.8.131.52 Make a recommendation to the Board and the final decision shall vest with the Board.
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 ;
8.2.2. suitable candidates for the role of senior independent director;
8.2.3. membership of the Audit and Remuneration Committees and any other Board Committees, in consultation with the chairmen 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 re-election by shareholders of any director under annual re-election provisions of the Combined 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 six years);
8.2.6. 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
8.2.7. 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 Chairman shall make recommendations and report formally to the Board on its proceedings after each meeting.
9.2 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.
10.1 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.
10.2 The Committee give due consideration to laws and regulations, the provisions of the Combined Code and the requirements of the UK Listing Authority’s Listing, Prospectus and Disclosure and Transparency Rules and any other Rules, as appropriate.
11.1. The Committee is authorised to seek any information it reasonably requires from any employee of the company in order to perform its duties.
11.2. The Committee is authorised to reasonably obtain, at the company’s expense, outside legal or other professional advice on any matters within its terms of reference.
Approved 13 June 2017