Nomination Committee Terms of Reference
1. Membership
1.1. Members of the Committee shall be appointed by the Board. The Committee shall be made up of at least three members, the majority of whom should be independent Non-executive Directors.
1.2. Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Group Chief Executive, the Group Human Resources Director and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.
1.3. Appointments to the Committee shall be for a period of up to three years, which may be extended for two further three year periods provided that the majority of the Committee members remain independent.
1.4. The Board shall appoint the Committee Chairman who should be either the Chairman of the Board or an independent Non-executive Director. In the absence of the Committee Chairman and/or an appointed Deputy, the remaining members present shall elect one of their number to chair the meeting. The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the chairmanship.
2. Secretary
2.1. The Company Secretary or their nominee shall act as the Secretary of the Committee.
3. Quorum
3.1. The quorum necessary for the transaction of business shall be two, both of whom shall be independent Non-executive Directors. 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.
4. Frequency of Meetings
4.1. The Committee shall meet at least once a year and at such other times as the Chairman of the Committee or any member of the Committee shall require.
5. Notice of Meetings
5.1. Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of the Chairman of the Committee or any member of the Committee.
5.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required or invited to attend, no later than three working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.
6. Minutes of Meetings
6.1. The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
6.2. Minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to all other members of the Board, unless a conflict of interest exists.
7. Annual General Meeting
7.1. The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.
8. Duties
8.1. The Committee shall:
8.1.1. be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;
8.1.2. before the Board makes an appointment, evaluate the balance of skills, knowledge and experience on the Board, and, in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment;
8.1.3. review annually the time required from Non-executive Directors. Performance evaluation should be used to assess whether the Non-executive Directors are spending enough time to fulfil their duties;
8.1.4. consider candidates from a wide range of backgrounds and look beyond the ‘usual suspects’;
8.1.5. for the appointment of a Board Chairman, prepare a job specification, including an assessment of the time commitment expected;
8.1.6. give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Company, and what skills and expertise are therefore needed on the Board in the future;
8.1.7. regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes;
8.1.8. keep under review the leadership needs of the Group, both Executive and Non-executive, with a view to ensuring the continued ability of the Group to compete effectively in the marketplace; and
8.1.9. ensure that on appointment to the Board, Non-executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings.
8.2. The Committee shall also make recommendations to the Board concerning:
8.2.1. plans for succession for both Executive and Non-executive Directors and in particular for the key roles of Chairman and Group Chief Executive;
8.2.2. the re-appointment of any Non-executive Director at the conclusion of their specified term of office;
8.2.3. the re-election by shareholders of any Director under the ‘retirement by rotation’ provisions in the Company’s articles of association;
8.2.4. the continuation in office of any Director at any time; and
8.2.5. the appointment of any Director to Executive or other office other than to the positions of Chairman and Group Chief Executive, the recommendation for which would be considered at a meeting of the full Board.
8.3. In carrying out its duties the Committee shall have due regard to the provisions of the Combined Code.
9. Reporting Responsibilities
9.1. The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities unless a conflict of interest exists.
9.2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where it considers action or improvement is needed.
9.3. The Committee shall make a statement in the Annual report about its activities, the process used to make appointments and explain if external advice or open advertising has not been used, the membership of the Committee, number of Committee meetings and attendance over the course of the year.
10. Other
10.1. The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
10.2. The Committee shall ensure that the terms of reference of the Committee, including its role and the authority delegated to it by the Board are made available on request, and on the Company’s website.
11. Authority
11.1. The Committee and each of its members is authorised to seek any information it requires from any employee of the Company in order to perform its duties.
11.2. 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.
11.3. The Committee is authorised to appoint, at the Company’s expense, external search consultants to assist in identifying candidates for appointment to the Board.
References to ‘the Committee’ shall mean the Nomination Committee.
References to ‘the Board’ shall mean the Board of Directors.
References to the ‘Company’ or ‘Group’ shall mean Inchcape plc or the Inchcape Group.