Investor Relations » Nomination Committee

Membership

The Nomination Committee shall consist of the Chairman of the Board and two other members of the Board at least one of which must be a non-executive director.

Quorum

A quorum shall be any two members.

Chair

The Committee must be chaired by either a non-executive director or the Chairman of the Board but the Chairman of the Board must not chair the Committee when it meets in relation to the appointment of his successor.

Frequency of Meetings

The Committee shall meet whenever the chairman of the Committee deems necessary. Records of numbers of meetings and attendance shall be maintained.

Duties

1. To nominate and approve candidates to fill vacancies on the Board and Board committees in consultation with each of the relevant committees.

2. To review regularly the structure, size and composition of the Board.

3. To agree succession planning with the Board and make recommendations to the Board for all Board appointments.

4. To ensure that new non-executive directors receive a formal letter of appointment setting out their duties.

5. To make recommendations to the Board concerning the re election by shareholders of any director under the retirement by rotation provisions of the Articles of the Company.

6. To make recommendations to the Board concerning the reappointment of non-executive directors at the end of their term of office.

7. To be available in the person of the Chairman of the Nomination Committee to answer shareholders’ questions about the activities of the Nomination Committee at the Annual General Meeting of the Company.

8. The Committee shall make a statement in the Annual Report about its activities and the process used for appointments together with the number of meetings held each year and attendance at such meetings.

9. The Board shall review annually the Committee’s terms of reference.

Authority

1. The Nomination Committee is authorised by the Board to undertake any activity within its terms of reference.

2. The Nomination Committee is authorised by the Board to seek appropriate professional advice inside and outside of the Company as and when it considers it necessary.