Nominations committee

Membership

The Nomination Committee shall consist of the Chairman of the Board and not less than two other members of the Board who must be independent non-executive directors. Appointments to the Nomination Committee are made by the Board of the Company from time to time.

Quorum

A quorum for decisions of the Nominations Committee shall be any two members.

Chair

The Committee may from time to time be chaired by either an independent 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./p>

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. Before any appointment is made the Committee shall evaluate the balance of skills, knowledge, independence and experience on the board and prepare a description of the role and capabilities required for such an appointment. In identifying suitable candidates the committee shall use open advertising or the services of external advisers. The Committee shall consider candidates on merit and against objective criteria and with due regard for the benefits of diversity on the board, including gender.

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. The Chairman of the Nomination Committee should be available 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. The statement in the Annual Report shall include a statement of the Board's policy on diversity, including gender.

9. The Committee shall give due consideration to all applicable laws and regulations and the provisions of the UK Corporate Governance Code.

10. 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 the Company as and when it considers it necessary at the Company's expense on any matters within its terms of reference.