Terms of Reference

Nomination Committee - ("the committee")

1. Membership

1.1 The Committee shall be appointed by the Board. The members of the Committee shall be the Chairman of the Company who shall also act as chairman of the Committee and two independent non-executive directors of the Company. The Chairman shall not chair any meeting that is dealing with the appointment of a successor to the Chairman, in which case one of the two independent non-executive directors on the Committee shall chair the Committee. A quorum shall be two members.

2. Secretary

2.1 The secretary of the company shall be the secretary of the committee.

3. Attendance at meetings 

3.1 No one other than the Nomination Committee members shall be entitled to attend Nomination Committee meetings. The committee may at its discretion invite other members of the board or any of the company's auditors to attend meetings of the committee.

4. Frequency of meetings 

4.1 The Committee shall meet at least once a year.

5. Responsibilities

5.1 Identifying, assessing and recommending to the board candidates for appointment as executive or non-executive directors of the company (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.

5.2 Making recommendations to the board as to the policy on the term of appointment of non-executive directors.

5.3 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 changes.

5.4 Making recommendations to the board concerning any matter relating to the continuation in office of any director at any time.

5.5 Making recommendations to the board as to the appropriate processes for the appointment of board members.