TERMS OF REFERENCE
Constitution
1. The Board of Directors has resolved to establish a Nomination
Committee of the Board.
Membership
2. The Committee has been appointed by the Board and consists of
three members, Lucy Neville-Rolfe, Jonathan Lloyd and
Eamonn O'Hare (all non-executive). A quorum shall be two members.
3. The Board has appointed Lucy Neville-Rolfe as the Chairman of the
Committee.
Attendance At Meetings
4. The Executive Directors may be invited to attend meetings.
5. Lucy Neville-Rolfe shall be the Secretary of the Committee.
Frequency of Meetings
6. Meetings shall be held when deemed necessary by the Chairman
or any other member.
Authority
7. The Committee has been authorised by the Board to investigate
any activity within its terms of reference. It is authorised
to seek any information it requires from any employee and all
employees are directed to co-operate with any request made by
the Committee.
8. The Committee has been authorised by the Board to obtain
outside legal or other independent professional advice and to
secure the attendance of outsiders with relevant experience.
Responsibilities
9. The responsibilities of the Committee shall be to:
a. regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any changes.
b. give full consideration to succession planning for Directors and other Senior Executives in the course of its work, taking into account the challenges and opportunities facing the Company, and what skills and expertise are therefore needed on the Board in the future.
c. responsible for identifying and nomination for the approval of the Board, candidates to fill Board vacancies as and when they arise.
d. before appointment is made by the Board, evaluate the balance of skills, knowledge and experience 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:
i. may use open advertising or the services of external advisers to
facilitate a search;
ii. shall consider candidates from appropriate backgrounds; and
iii. shall consider candidates on merit and against objective criteria,
taking care that appointees have enough time available to devote
to the position.
e. keep under review the leadership needs of the organisation, both executive and on-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace.
f. 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; and
g. the Committee shall also make recommendations to the Board concerning:
i. formulating plans for succession for both Executive and
Non-executive Directors and in particular for the key
roles of Chairman and Chief Executive.
ii. membership of the Audit and Remuneration Committees,
in consultation with the chairmen of those committees; and
iii. 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.
Reporting Procedures
10. The Secretary shall circulate the minutes of meetings of the
Committee to all members of the Board.
11. The Committee members shall conduct an annual review of these
terms of reference and make recommendations to the Board.
12. The Committee’s duties and activities during the year shall
be disclosed in the annual financial statements.
13. The Chairman shall attend the AGM and shall answer questions,
through the Chairman of the Board, on the Audit Committee’s
activities and their responsibilities.
Last Updated: 14th August 2007 12.50pm
