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Nominations Committee

NOMINATIONS COMMITTEE – TERMS OF REFERENCE

1. MEMBERSHIP

1.1 The Nominations Committee shall consist of any two independent Non Executive Directors, and the Executive Chairman, who will act as Chairman of the Committee. In the absence of the Chairman any other member may act as Chairman.
1.2 If a regular member is unable to act due to absence, illness or any other cause, the Chairman of the Committee may appoint another Director of the Company to serve as an alternative member, having due regard to maintaining the independence of the Committee.

2. SECRETARY

2.1 The Company Secretary or Assistant Company Secretary of the Company or their nominee shall act as Secretary of the Committee.

3. QUORUM

3.1 The quorum necessary for the transaction of business shall be all three members or their alternate in accordance with 1.2.

4. MEETINGS

4.1 The Nominations Committee shall meet as and when required.
4.2 A meeting of the Committee may be called by any member of the Committee or by the Secretary.
4.3 Where minutes of a Committee meeting are taken they will be circulated to members, and tabled for information at the next main Board meeting.

5. AUTHORITY

The Committee is solely authorised to deal with all matters relating to the appointment of Main Board Directors.

6. DUTIES

The Committee shall make recommendations to the Board concerning the nomination of new members to the Board.

7. MEMBERS

The members of the Committee for the time being shall be Mr M J Turner who will act as Chairman, Mr J M Dunsmore and Ms L Fordham.


Updated 29 July 2011

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