(Approved by the Board on 17 January 2017)
1.1 The members of the Nomination Committee (’the Committee’) should be appointed by the Board, the majority of whom will be independent Non-Executive Directors. The Chairman and the Chief Executive will be members of the Committee.
1.2 The Committee shall comprise at least three Directors.
1.3 The Chairman of the Committee shall be Chairman of the Company. In his absence or for meetings about the appointment of a successor to the Chairman, the Senior Independent Non-Executive Director, or another independent Non-Executive Director, shall act as Chairman.
1.4 A quorum necessary for the transaction of business shall be at least two members, one of whom shall be an independent Non-Executive Director. A duly convened meeting of the Committee at which a quorum is present shall be authorised to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
2. Duties of Secretary
2.1 The Company Secretary shall act as Secretary to the Committee.
2.2 The Secretary shall be required to keep a proper and timely record of meetings of the Committee and circulate such minutes to all members of the Committee. Such records should also be made available for inspection by the Board and the Company’s external auditors on request.
2.3 The Secretary shall ensure that these Terms of Reference are made available on the Company’s web site.
3. Attendance at meetings
3.1 Only members of the Committee have the right to attend Committee meetings.
3.2 Other Directors, the Group Human Resources Director and external advisers, may be invited, by the Chairman of the Committee, to attend for all or part of any meeting.
4. Frequency of Meetings
4.1 Meetings shall be held not less than once per year and at such other times when there is business to be transacted.
5. Appointment of advisers
5.1 The Committee may, at its discretion select, appoint and instruct suitably experienced and qualified persons to act as advisers to the Committee and to attend such meetings as the Committee may decide. The Company shall meet the expense of such advice.
6.1 The Committee is authorised by the Board to seek any information it requires from any employee of the Company in order to perform its duties and may request that the Company Secretary or the Group Human Resources Director obtain this information on its behalf.
6.2 The Committee shall have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for assistance as required.
6.3 The Committee shall give consideration to laws and regulations, the provisions of the UK Corporate Governance Code relating to nomination committees and shall also have regard to any authoritative best practice guidelines for nomination committees published from time to time.
7.1 The responsibilities of the Committee shall be:
(a) to act in a way which the Committee considers, in good faith, to be most likely to promote the success of the Company for the benefit of the members as a whole;
(b) to 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;
(c) to give full consideration to succession planning for the Directors both Non-Executive and Executive, and other Senior Executives, taking into account the challenges and opportunities facing the Company, and what skills and expertise are needed on the Board in the future including the balance between Executive and Non-Executive Directors;
(d) review the results of the Board evaluation process, in particular taking account of matters which relate to the skills and composition of the Board;
(e) be responsible for identifying and nominating for approval of the Board, candidates to fill Board vacancies as and when they arise;
(f) before any appointment is made by the Board, evaluate the balance of skills, knowledge, experience and diversity 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:
(i) use open advertising or the services of an external adviser to facilitate the search;
(ii) consider candidates from a wide range of backgrounds;
(iii) consider candidates on merit and against objective criteria and with due regard for the benefits of diversity on the Board, including gender, ensuring that appointees have enough time available to devote to the position;
(g) to 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 meetings;
(h) to review the re-appointment of those Non-Executive Directors coming up for re-election which takes into account their contribution as a Non-Executive at Board and Committee meetings;
(i) 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;
(j) arrange for annual review of its own performance; and
(k) work and liaise as necessary with all other Board Committees.
7.2 The Committee is expected to make the following recommendations to the Board concerning:
(a) formulating plans for succession for both Executive and Non-Executive Directors;
(b) suitable candidates for the role of Senior Independent Director and Chairman of Audit and Remuneration Committees;
(c) the membership of the Audit and Remuneration Committees in conjunction with the Chairmen of those Committees;
(d) the re-appointment of any Non-Executive Director at the conclusion of their specified term of office;
(e) the re-election by shareholders of any Director under the annual re-election provision of the UK Corporate Governance Code or the retirement by rotation provisions in the Company’s Articles of Association having regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skill and experience required and the need for progressive refreshing of the Board.
8. Reporting Responsibilities
8.1 The Chairman of the Committee shall report to the Board on its proceedings after each meeting.
8.2 The Committee shall ensure that a statement is made in the Annual Report about its activities, the process used for appointments and explain if external advice or open advertising has not been used.