Nomination Committee

Nomination Committee – Terms of Reference

1. Constitution

The Committee has been established by resolution of the Board and is to be known as the Nomination Committee.

2. Membership

2.1 The members of the Nomination Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of not less than two members. The members of the Nomination Committee may include an executive director provided that a majority of the members shall be independent, non-executive directors of the Company. A quorum shall be two members present and voting on the matter for decision.

2.2 The Board shall appoint the chairman of the Nomination Committee, who shall be one of the independent, non-executive directors of the Company.

2.3 The Company Secretary may act as the secretary of the Committee.

3. Frequency of Meetings

Meetings shall be held at such times as the Committee deems appropriate. The Chairman of the Company may request a meeting, if he or she considers that one is necessary.

4. Authority

4.1 The Nomination Committee is authorized by the Board to investigate any matter within its term of reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any requests made by the Nomination Committee.

4.2 The Nomination Committee is authorized by the Board at the expense of the Company to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. It is envisaged that in obtaining outside advice the Committee will act with the knowledge and approval of the Chairman and Chief Executive of the Company.

5. Purpose

The purpose of the Nomination Committee is to make recommendations to the Board on the appointment of new executive and non-executive directors, at the request of the Board. The Committee shall advise on all matters relating to Board appointments.

6. Duties

The Nomination Committee shall be responsible for all aspects of the appointment of directors of the company, major subsidiary undertakings and the group as a whole and the duties of the Nomination Committee shall be:

6.1 to identify and nominate for the approval of the board, candidates to fill board vacancies as and when they arise;

6.2 to establish procedures for the appointment of directors, including communicating with the Chairman and Chief Executive of the Company;

6.3 to settle job specifications and written terms of appointment for directors;

6.4 to seek advice from outside advisers in relation to any appointments;

6.5 to make recommendations to the Board in relation to any appointments; and

6.6 to have regard to the Quoted Companies Alliance’s (QCA) Corporate Governance Code for small and mid-size quoted companies (the “Code”) in relation to any recommendation for appointments.

7. Annual General Meeting

The Chairman of the Nomination Committee shall be available at the Annual General Meeting to answer questions on the Nomination Committee’s activities.

8. Proceedings

8.1 Unless varied by these terms of reference, meetings and proceedings of the Committee will be governed by the Company’s Articles of Association regulating the meetings and proceedings of directors.

8.2 Except under exceptional circumstances, at least 48 hours’ notice will be given of a meeting of the Committee. Such notice will include the agenda and any supporting papers.

8.3 The minutes of the meetings of the Nomination Committee shall be circulated to all members of the Board.

Adopted by the Board September 2018 (previous version approved June 2013).

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