The Nomination Committee ("the Committee") shall be appointed by the Board of Directors of the Company ("the Board") and shall comprise of the Committee Chairman and at least one other member.
1.2
A majority of members of the Committee shall be independent non-executive directors.
1.3
The Board shall appoint the Committee Chairman. The Chairman of the Board may be appointed as Chairman of the Committee, but the Chairman of the Board must not chair the Committee when it is dealing with the appointment of a successor to the Chairmanship of the Board. 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.
2.
Secretary
2.1
The Company Secretary shall act as the Secretary of the Committee.
3.
Quorum
3.1
The quorum necessary for the transaction of business shall be two.
4.
Frequency of Meetings
4.1
The Committee shall meet not less than once a year and at such other times as the Chairman 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.
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 to all members of the Committee and to the Board.
7.
Annual General Meeting
7.1
The Chairman of the Committee shall attend the Annual General Meeting and be prepared to respond to any shareholder questions on the Committee's activities.
8.
Duties
8.1
The Committee shall:
8.1.1
regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any adjustments that are deemed appropriate;
8.1.2
prepare a description of the role and capabilities required for a particular appointment;
8.1.3
be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise;
8.1.4
ensure that the Secretary on behalf of the Board has formally written to any appointees, detailing the role and time commitments and proposing an induction plan produced in conjunction with the Chairman.
9.
Authority
9.1
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.
