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.