NOMINATION COMMITTEE

The members of the Nomination Committee are as follows:

- Alan Thomson, Chairman
- William Eccleshare
- Paul Harrison
- Victoria Jarman
- Richard Smelt
- Paul Stoneham
- Pippa Wicks

Terms of Reference

To lead the process for Board Appointments and make recommendations to the Board.

Constitution

The majority of the members should be Independent Non-Executive Directors and chaired by the Chairman. The quorum shall be three. For specific assignments the Chief Executive may be a member of the Committee.

The Company Secretary will act as Secretary to the Committee, ensuring papers are distributed and minutes of decisions are maintained.

Duties

  • Prior to appointment, evaluate the balance of skills, knowledge and experience and prepare an appropriate description of the role and capabilities for a particular appointment.

  • Be responsible for identifying and nominating for Board approval, suitable candidates to fill Board vacancies, taking into consideration the benefits of diversity on the Board, including gender.

  • Annually review the structure, size and composition of the Board and make recommendations of any changes required.

  • Review the succession plans for the Board so as to maintain an appropriate balance of skills and experience on the Board and to ensure progressive refreshing of the Board.

  • Make recommendations to the Board on the membership of the Remuneration and Audit committee, including chairmanship thereof.

  • Recommend to the Board re-election of Directors either when required by rotation or at the completion of the term of office for a Non-Executive Director.

  • Consider the time commitment that any Non-Executive Director will need to give to the Company on appointment.

  • Review formal appointment letters for Non-Executive Directors.

  • Prepare an annual statement of activities of the Committee for inclusion in the Annual Report

Adopted 31 August 2010

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