The Nomination Committee Terms of Reference

1. Membership

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 Chair who should be either the Chair of the Board or an independent non-executive director. In the absence of the Committee Chair, the remaining members present shall elect one of their number, who must be a non-executive director, to chair the meeting. The Chair of the Board shall not chair the Committee when it is dealing with the matter of succession to the Chair.

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. Secretary

2.1The Company Secretary shall act as the secretary of the Committee.

3. Quorum

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

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 Meetings of the Committee shall be called by the Secretary of the Committee, at the request of the Committee Chair or any of its members.

5.2 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. 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 decisions of all committee meetings, including recording the names of those present and in attendance.

6.2 Draft Minutes shall be circulated promptly to all members of the Committee and the Chair of the Board and, once agreed, to all other members of the Board, unless it would be inappropriate to do so.

7. Engagement with shareholders

7.1 The Chair of the Committee should attend the Annual General Meeting to answer any shareholder questions on the committee’s activities. In addition, the committee chair should seek engagement with shareholders on significant matters related to the Committee’s areas of responsibility.

8. Duties

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 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.

8.2 Ensure plans are in place for orderly succession to board and senior management positions and oversee the development of a diverse pipeline for succession, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board in the future.

8.3 Identify and nominate for approval of the Board, candidates to fill Board vacancies as and when they arise.

8.4 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.

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

8.6 Ensure that on appointment, non-executive directors receive a formal letter of appointment containing details of time commitment, committee service and involvement outside board meetings.

8.7 Prior to the appointment of a director, other significant time commitments should be disclosed and any additional future commitments should not be undertaken without prior approval of the Board. The proposed appointee should also be required to disclose any other business interests and any future business interests that could result in a conflict of interest must not be undertaken without prior authorisation of the Board.

8.8 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:

 8.8.1 Use open advertising or choose external advisers to facilitate the search;

 8.8.2 Consider candidates from a wide range of backgrounds, on merit and against objective criteria, having due regard to the benefits of diversity on the board and taking care that appointees have enough time available to devote to the position;

 8.8.3 Consider more than one potential candidate;

 8.8.4 Provide the opportunity to introduce candidates to all of the Board members and receive their comments on the candidates;

 8.8.5 Make a recommendation to the Board and the final decision shall vest with the Board.

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

 8.9.1 formulating plans for succession for both executive and non-  executive directors and in particular for the key roles of Chair and Chief Executive;

 8.9.2 suitable candidates for the role of senior independent director;

 8.9.3 membership of the Audit and Remuneration Committees and any other Board Committees, in consultation with the Chairs of those committees;

 8.9.4 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;

 8.9.5 the re-election by shareholders of any director under annual re-election provisions of the UK Governance Code (the 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 taking into account the length of service of individual directors, the Chair and the Board as a whole;

 8.9.6 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

 8.9.7 the appointment of any director to executive or other office other than to the positions of Chair and Chief Executive, the recommendation for which would be considered at a meeting of the full Board.

 8.9.8 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

9. Reporting Responsibilities

9.1 The Committee Chair 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, describing the work of the Committee including

 9.2.1 the process used in relation to appointments, its approach to succession planning and how both support the development of a diverse pipeline;

 9.2.2 how the board evaluation has been conducted, the nature and extent of an external evaluator’s contact with the board and individual directors, the outcomes and actions taken, and how it has influenced or will influence board composition

 9.2.3 details of the  diversity policy applied to the Company’s  administrative, management and supervisory bodies and the remuneration, audit and nomination committees of those bodies with regard to aspects such as, for instance, age, gender, ethnicity, sexual orientation, disability or educational, professional and socio-economic backgrounds; the objectives of the diversity policy in 9.2.3 how the diversity policy in (a) has been implemented; and the results in the reporting period.

  9.3 If an external search consultancy has been engaged, it should be identified in the annual report alongside a statement about any other connection it has with the company or individual directors.

10. Other

The Committee shall:

10.1 have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for assistance as required

10.2 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;

10.3 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.

10.4 give due consideration to laws and regulations, the provisions of the Code and, the requirements of the FCA Listing Rules, Prospectus and Disclosure and Transparency Rules and any other Rules, as appropriate.

11. Authority

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 26th 2023