Nominations Committee Charter

Purpose

Composition

Responsibilities

• To make recommendations to the Board as to its size;
• To make recommendations to the Board in respect of the criteria for the selection or nomination of new directors;
• To identify and recommend to the board suitable persons for nomination as members of the board and its committees (taking into account such factors as experience, qualifications, judgement, and the ability to work with other directors);
• To review and to recommend to the Board, annually, the overall composition and structure of the board and its committee memberships and, if appropriate, the removal of a director from the board and/or its committees;
• Establish and implement a programme to regularly assess Board performance;
  To provide assistance to the Chairman of the Board in respect of evaluating the performance of the Board and individual directors;
• To monitor the succession and rotation of Board and committee members;
• To review the Board’s succession planning;
• To ensure there is an appropriate induction programme in place for all new directors; and
• To ensure that potential candidates understand the role of the Board and the time commitment involved when acting as a member of the Board.

Secretarial and Meetings

The Committee shall meet formally at least once a year and at other times it considers necessary;

• The Chair of the Committee shall also call a meeting of the Nominations Committee if so requested by any Nominations Committee member or the Chief Executive Officer;
• The Chairperson shall be appointed by the Board and will not be the Chairperson of the Board;
• A resolution in writing, signed or assented to by at least three members of the Nominations Committee, is as valid and effective as if it had been passed at a meeting of the Nominations Committee duly convened and held. Any such resolution may consist of several documents (including transmissions by facsimile or e-mail or other similar means of written communication) in like form, each signed or assented to by one or more members of the Committee;
• The Chair shall draw up the Agenda; and
• The Agenda and Committee papers shall be distributed to members at least one week prior to each meeting.

Authority

• The Committee is authorised by the Board to investigate any activity covered by its functions and responsibilities. It is authorised to seek any information it requires from any employee and all employees shall be directed to cooperate with any request made by the Committee;
• The Committee shall have the authority of the Board to obtain legal or other independent professional advice and to secure the attendance at meetings of third parties with the relevant experience and expertise if it considers this necessary; and
• The Committee shall have only those executive powers as set out under 'Responsibilities' above.

Review of the Nominations Committee 

• The Committee shall undertake a formal review of its objectives and activities once every two years; and
• The objectives and activities of the Committee shall also be reviewed by the Board as and when the Board deems appropriate.

Reporting Procedures

• The Chair of the Committee shall make a report to the Board after each Committee meeting on the findings and recommendations of the Committee; and
• The Minutes of all Committee meetings, signed by the Chair, shall be circulated to all directors, the Chief Executive Officer and to other parties as the Board directs.