NOMINATION COMMITTEE
Terms of Reference

Constitution

1.      The Board of Directors (the Board) have resolved to establish a Committee of the Board to be known as the Nomination Committee (the Committee).

Membership

2.      The Committee shall be appointed by the Board and consist of not less than three non-executive directors, a majority of whom should be independent non-executive directors.

3.  The chairman of the Company or a non-executive director shall be the Chairman of the Committee (the Chairman). In the absence of the Chairman and/or any appointed deputy, the remaining members of the Committee shall elect one of their number to chair the meeting from those who would qualify under the terms of reference to be appointed to that position by the Board.  The chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the chairmanship.

4.       Only the members of the Committee have the right to attend Committee meetings. However, others including the Chief Executive Officer, the Group Director of Human Resources, other directors or external advisers may be invited to attend all or part of Committee meetings when appropriate.

5.    Appointments to the Committee shall be for a period of up to three years, which may be extended for further periods of up to three years, provided the director still meets the criteria for membership of the Committee.

Meetings

6.      The quorum for meetings shall be two.

7.       Meetings shall be held as is necessary and at least once in each year.

8.    The Company Secretary (or, in his absence, his nominee) shall act as Secretary to the Committee and shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

9.  Minutes of Committee meetings shall be circulated promptly to the Chairman and thereafter to all members of the Committee and, once agreed, to all members of the Board, unless a conflict of interest exists or it would be otherwise inappropriate to do so.

10.   Meetings of the Committee shall be called by the Secretary of the Committee at the request of the Chairman.

11.   Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and to any other person required to attend no later than five working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate at the same time.

12. A Committee member may participate in a meeting of the Committee via conference telephone, teleconference, videoconference or similar form of communication equipment if all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A member participating in this way is deemed to be present in person at the meeting and is counted in a quorum and is entitled to vote.

Duties

13. The Committee shall:

 i.  regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any adjustments that are deemed appropriate;

 ii.  be responsible for and give consideration to the Company’s succession policy for directors and other senior managers, including the nomination of candidates (for the approval of the Board) to fill vacancies to the Board.  In doing so it shall take account of the:

(a)    challenges and opportunities facing the Company

(b)    skills and expertise that are therefore needed on the Board in the future

(c)     balance of skills, knowledge and experience on the Board

(d)    relevant provisions of the UK Corporate Governance Code and, in particular, shall consider candidates on merit and against objective criteria with due regard for the benefits of diversity on the Board, including gender, taking care that appointees have enough time to devote to the position

(e)   the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace

 and shall:

(f)     use open advertising or the services of external advisers to facilitate the search

(g)    consider candidates from a wide range of backgrounds

 iii. ensure that the Secretary on behalf of the Board has formally written to any appointees, detailing the role and time commitments and proposing an induction plan produced in conjunction with the Chairman;

 iv.   have access to sufficient resources in order to carry out its duties, including access to the company secretariat for assistance as required and the power to employ at the Company’s expense the services of such advisers as it deems necessary to fulfil its responsibilities, including outside legal or other professional advice on matters within its terms of reference

 v.    keep up to date and fully informed about strategic issues and commercial changes affecting the company and the market in which it operates

 vi.   make recommendations to the Board as to:

(a)    whether those directors who are due to retire by rotation should be put forward for re-election

(b)   the continuation (or not) in service of an executive director as an executive or non-executive director, including the suspension or termination of service of an executive director as an employee of the Company subject to the provisions of the law and their service contract

(c)  the re-appointment of any non-executive director at the conclusion of their specified term in office

(d)    the appointment of any director to executive or other office

(e)    suitable candidates for the role of senior independent director, and

in each case having due regard to their performance and ability to continue to contribute to the Board in light of the knowledge, skill and experience required and, particularly in the case of directors being re-elected for a term beyond six years, the need for progressive refreshing of the Board.

 vii. for the appointment of a chairman, prepare a job specification, including the time commitment expected.  A proposed chairman’s other significant commitment should be disclosed to the Board before appointment and any changes to the chairman’s commitments should be reported to the Board as they arise.

viii. prior to the appointment of a director, the appointee should be required to disclose any other business interests that may result in a conflict of interest and be required to report any future business interests that could result in a conflict of interest.

Reporting Responsibilities

14.  The Chairman shall:

i.         report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities;

ii.     attend the Company’s Annual General Meeting to answer shareholders’ questions on the Committee’s activities.

15.  The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed and shall make a statement in the Annual Report about its activities.

Other Matters

16. The Committee shall:

 i.    at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval;

 ii.   be provided with appropriate and timely training, both in the form of an inductionprogramme for new members and on an ongoing basis for all members.

Authority

16.  The Committee is authorised by the Board to seek any information it requires from any employee of the Company in order to perform its duties.

 

Approved at Board Meeting

19 August 2011