Nomination Committee
Constitution
1. The board hereby resolves to establish a committee of the board to be known as the Nomination Committee.
Membership
2. The committee shall be appointed by the board. All members of the committee shall be non-executive directors of the company. A majority of the committee must be independent non-executive directors. The committee shall consist of not less than three members. A quorum shall be two members.
3. The chairman of the committee shall be appointed by the board from amongst the non-executive directors. The chairman should not chair the committee when it is dealing with the appointment of a successor to the chairmanship.
4. The company secretary shall be secretary of the committee.
Frequency of Meetings
5. Meetings will be held as necessary when board vacancies arise, and at such other times as convened by the Chairman to ensure the committee gives due consideration to its responsibilities set out below.
6. The committee is authorised by the board to:
a) investigate any activity within its terms of reference;
b) obtain outside legal or independent professional advice and such advisors may attend meetings as necessary.
Responsibilities
7. The committee should:
- be responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise;
- before making an appointment, evaluate the balance of skills, knowledge and experience on the board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment;
- review annually the time required from a non-executive director. Performance evaluation should be used to assess whether the non-executive director is spending enough time to fulfil their duties;
- consider candidates from a wide range of backgrounds;
- give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the company and what skills and expertise are therefore needed on the board in the future;
- regularly review the structure, size and composition (including the skills, knowledge and experience) of the board and make recommendations to the board with regard to any changes;
- keep under review 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;
- make a statement in the annual report about its activities; the process used for appointments and explain if external advice or open advertising has not been used; the membership of the committee, number of committee meetings and attendance over the course of the year;
- make available its terms of reference explaining clearly its role and the authority delegated to it by the board; and
- ensure that on appointment of the board, 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 involvement outside board meetings.
The committee should make recommendations to the board:
a) as regards plans for succession for both executive and non-executive directors;
b) as regards the re-appointment of any non-executive director at the conclusion of their specified term of office;
c) concerning the re-election by shareholders of any director under the retirement by rotation provisions in the company’s articles of association;
d) concerning any matters relating to the continuation in office of any director at any time; and
e) concerning the appointment of any director to executive or other office other than to the positions of chairman and chief executive, the recommendation for which would be considered at a meeting of the board.
Reporting Procedures
8. The secretary shall circulate the minutes of meetings of the committee to all members of the board.
9. The committee members shall conduct an annual review of their work and these terms of reference and make recommendations to the board.
10. The committee’s duties and activities during the year shall be disclosed in the annual financial statements.
11. The chairman shall attend the AGM and shall answer questions, through the chairman of the board, on the nomination committee’s activities and their responsibilities.
Approved by the Board of Shaftesbury PLC
on 26 November 2003
