Role

The Nominations Committee is responsible for:

  • Reviewing the structure, size, skills and experience of the Board and making recommendations regarding any changes;
  • Considering succession planning for Directors and other senior executives; and
  • Making recommendations to the Board for candidates to fill Board vacancies when they arise, normally using the services of professional consultants in the search.

Committee membership

The members of the Committee are shown in the table below. Details of their experience and qualifications are shown on the Board of Directors.

. Nominations
No. of meetings 3
AJ Allner ...
K Bradshaw ...
J Caseberry ...
P Gallagher -
C Miles ...
A Page ...
B Spencer ...
D Tilston -

Meetings

The Committee shall meet at least once a year and at such other times as the Chairman of the Committee shall require.

Duties

  • periodically 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;
  • 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;
  • be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise;
  • 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 shall normally use open advertising or the services of external advisers to facilitate the search;
  • periodically review the time required from non-executive Directors in order to properly fulfil their duties; and
  • ensure that on appointment to the Board, non-executive Directors receive a formal letter of appointment setting out what is expected of them in terms of time commitment, committee service and involvement outside Board meetings.

The Committee shall also make recommendations to the Board concerning:

  • formulating plans for succession for both executive and non-executive Directors and in particular for the key roles of Chairman and Chief Executive
  • suitable candidates for the role of senior independent Director;
  • the re-election by shareholders of any Director who has reached the age of 70;
  • 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
  • the appointment of any Director to executive or other office other than to the positions of Chairman and Chief Executive, recommendations for which should be considered at a meeting of the full Board.
  • The Chairman of the Committee (or if he is unable to be present, another member designated for the purpose) shall attend the Annual General Meeting and be prepared to respond to any shareholder questions on the Committee’s activities.