The members of the Nomination Committee (the "Committee") are:
Nigel Clifford (Chairman of the Committee)
The Company Secretary attends as secretary to the meeting and ensures that the meetings are properly recorded.
The Committee meets at least once a year, linked to the timing of the publication of the Group's results and may also meet on an ad hoc basis when necessary and required to do so.
The Nominations Committee operates within specific Terms of Reference which include:
- regularly reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the board;
- giving full consideration to succession planning;
- keeping under review the leadership needs of the organisation;
- being responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise;
- reviewing the results of the board performance evaluation process that relate to the composition of the board;
- formulating plans for succession for both executive and non-executive directors;
- nominating membership of the audit and remuneration committees;
- the re-election by shareholders of directors under the annual re-election provisions of the retirement by rotation provisions in the company's Articles of Association;
- any matters relating to the continuation in office of any director at any time including the appointment or removal of any director to executive or other office.
The Nominations Committee can call for information from management and consults with the external advisers directly if required to do so.