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 Board shall appoint one of the
members of the Committee 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; 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
2 provided always that there shall be a majority of independent
directors. |
| 4. |
Meetings
| 4.1 |
As a minimum the Committee shall meet
half yearly and at such other times as the Chairman of the
Committee shall require. |
| 4.2 |
Minutes shall be taken of each
Meeting. | |
| 5. |
Terms of Reference
| 5.1 |
To keep under regular review the
structure, size and operation of the Board and to determine if the
level of resourcing remains appropriate having given due
consideration to the challenges and opportunities facing the
Company; to make appropriate recommendations to the
Board. |
| 5.2 |
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. |
| 5.3 |
At its own discretion and having
consulted with the Chief Executive, appoint and agree the
remuneration to be paid to any recruitment consultancy that may be
engaged for the purpose of identifying suitable candidates for
Board appointment. |
| 5.4 |
To monitor and review the succession
planning process and make recommendations to the Board where
appropriate. |
| 5.5 |
To establish 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. |
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 (or relevant extracts therefrom) to the
Board. |
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