Nomination Committee
| 1. |
Membership
| 1.1 |
The Committee shall be appointed by
the Board and shall comprise a majority of independent
non-executive Directors of the Company. |
| 1.2 |
The Chairman of the Board or (in his
absence, or where business affecting the Chairman directly is
involved) the Senior Independent Director shall act as Chairman of
the Committee. |
| 1.3 |
The Committee may invite any member of
the Board, any member of management and any external consultants to
attend its meetings; however no invitee has any right of
attendance. | |
| 2. |
Secretary
The Company Secretary shall act as Secretary to the
Committee. |
| 3. |
Quorum
The quorum necessary for the valid transaction of business shall be
two provided always however that there shall be a majority of independent non-executive directors. A duly convened meeting of the
Committee at which a quorum is present shall be competent to
exercise all or any of the authorities, powers and discretions
vested in or exercisable by the Committee. |
| 4. |
Meetings
| 4.1 |
As a minimum the Committee shall meet
twice a year and at such other times as the Chairman of the
Committee shall require. |
| 4.2 |
Minutes shall be taken of each
Meeting. | |
| 5. |
Annual General Meeting
The Chairman of the Committee shall attend the Annual General
Meeting of the Company prepared to respond to any shareholder
questions on the Committee’s activities. |
| 6. |
Terms of Reference
The Committee shall:
| 6.1 |
Keep under regular review the
structure, size and composition of the Board and determine if the
level of resourcing remains appropriate having given due
consideration to the challenges and opportunities facing the
Company and make appropriate recommendations to the
Board. |
| 6.2 |
Consider, and make recommendations to the Board for all Board appointments, and the following Board
roles:
| 6.2.1 |
The selection of: |
| |
Chairman of the Board |
| |
Chief Executive |
| |
Chairman of principal Board Committees |
| 6.2.2 |
The appointment of the Senior Independent
Director. |
| 6.2.3 |
Membership of the principal Board
Committees. | |
| 6.3 |
Consider and make recommendations to
the Board for the appointment or removal of the Company
Secretary. |
| 6.4 |
Keep under review the succession plans and resourcing for the Board and senior management, monitor
the succession planning process and make recommendations to the
Board. |
| 6.5 |
When vacancies arise, identify, in
consultation with the Chief Executive, the particular skill set and
personal attributes and characteristics that are perceived as
necessary to fulfil the role; agree a suitable job
description. |
| 6.6 |
At its own discretion and having
consulted with the Chief Executive, appoint (and agree the
remuneration to be paid) any recruitment consultancy that may be
engaged for the purpose of identifying suitable candidates for
Board appointment. |
| 6.7 |
Establish and implement a process,
using external consultants if necessary, to enable the Board to
periodically objectively and critically evaluate its own
performance and that of its Committees and members. |
| 6.8 |
At least annually review the time
commitment required from non-executive Directors. |
| 6.9 |
Ensure that on appointment
non-executive Directors receive a formal letter of appointment
setting out clearly what is expected of them in terms of time
commitment, Committee service and any involvement outside Board
meetings. | |
| 7. |
Responsibility of the Committee
Chairman
After each Meeting of the committee the Chairman of the committee will report to the Board and will provide minutes of the
Committee’s meetings to the Board. |
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