Terms of Reference
Nominations and Governance Committee (“the Committee")
- Membership
1.1 The membership of the Committee shall be appointed by the Board. The members shall include the Chairman of the Company, who shall act as chairman, and two independent non-executive directors.
1.2 Where a meeting is dealing with the appointment of a successor to the Chairman, one of the two independent non-executive directors on the Committee shall chair the meeting. In the absence of the Chairman, one of the two independent non-executive directors shall chair the meeting.
1.3 A quorum shall be two members.
- Secretary
2.1 The Company Secretary shall be the secretary of the Committee.
- Attendance at meetings
3.1 Only Committee members shall be entitled to attend Committee meetings. The Committee may at its discretion invite other members of the Board or the Company's auditors to attend meetings.
- Frequency of meetings
4.1 Meetings shall be held as required but not less than once per year.
- Authority
5.1 The Committee is authorised by the Board to examine any activity within its terms of reference and is authorised to obtain, at the Company's expense, professional advice on any matter within its terms of reference.
5.2 A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
- Responsibilities
Nominations
6.1 Reviewing regularly the structure, size and composition of the Board, including the balance of skills, knowledge and experience, and the independence of the non-executive directors, and making recommendations to the Board with regard to any recommended changes.
6.2 Identifying, assessing and recommending to the Board candidates for appointment as executive or non-executive directors, including appointments as chairman, deputy chairman, chief executive and senior independent non-executive director, giving full consideration to succession planning and the leadership needs of the Group.
6.3 Making recommendations to the Board as to the policy on the term of appointment of non-executive directors.
6.4 Making recommendations to the Board as to the appropriate processes for the appointment of Board members.
6.5 Making recommendations to the Board concerning any matter relating to the continuation in office of any director at any time.
Governance
6.6 Reviewing the Company’s corporate governance framework both internally and in relation to how it interacts with those of Group companies.
6.7 Assisting the Board with periodic review of the provisions of the QCA Code in order to ensure that Board members fully understand the key provisions, act effectively in accordance with those provisions (unless derogations are agreed) and are able to annually evaluate Board effectiveness against those provisions.
6.8 Receiving and considering reports on views expressed by the Company's shareholders in relation to governance matters.
Other matters
6.9 Considering such other nomination and governance matters as may be requested by the Board.
- Reporting
7.1 The chairman shall report to the Board on all proceedings and matters within the Committee’s duties and responsibilities.
7.3 The Committee shall make recommendations to the Board regarding actions or improvement in any area within its remit which it deems appropriate.
- Review
8.1 The Committee shall review these terms of reference periodically to ensure that the Committee is operating effectively and shall make recommendations to the Board on any changes it considers necessary.
Approved and adopted by the Board on 24 April 2025.