• be responsible for identifying and nominating for the approval of the Board candidates to fill Board vacancies as and when they arise;
• satisfy itself with regard to succession planning, that the processes and plans are in place with regard to the Board and senior appointments;
• assess and articulate the time needed to fulfil the role of Chairman, Senior Independent Director and Non- Executive Director, and undertake an annual performance evaluation to ensure that all members of the Board have devoted sufficient time to their duties;
• ensure on appointment that a candidate has sufficient time to undertake the role and review his commitments; and
• 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.

It shall also make recommendations to the Board:

• with regard to the Chairman having assessed every three years whether the present incumbent shall continue in post, taking into account the needs of continuity versus freshness of approach;

• as regards the reappointment of any Non-Executive Director at the conclusion of his or her specified term of office; especially when they have concluded their second term;
• for the continuation (or not) in service of any Director who has reached the age of 70;
• concerning the re-election by shareholders of any Director under the “retirement by rotation” provisions in the Company’s articles of association;
• concerning any matters relating to the continuation in office as a Director of any Director at any time; and
• 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:
  • all the Non-Executive Directors regarding the position of Chief Executive;
  • all the Directors regarding the position of Chairman; and
  • detailing items that should be published in the Company’s Annual Report relating to the activities of the Committee.

Authority

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

The Committee is authorised to obtain, at the Company’s expense, outside legal or other professional advice on any matters within its terms of reference.