Nominations Committee
The Committee is chaired by Will Wyatt. The other members of
the Committee are David Bell, Michael Harper, Nigel Moore and
John Potter. The Committee is delegated authority by the Board
to deal with succession planning and making recommendations
to the Board on all new Board appointments. During 2004, the
Committee met formally on one occasion but also met by
conference telephone and with the executive directors in
attendance on a number of occasions to consider and discuss
the process and progress on the appointments of Mr Harper
and Mr Moore as non-executive directors.
Duties of the Committee:
- regularly reviewing the structure, size and composition
(including the skills, knowledge and experience) required of
the Board in the future compared to its current position and
making recommendations to the Board with regard to any
changes;
- giving full consideration to succession planning for directors
and other senior executives, taking into account the
challenges and opportunities facing the company, and the
skills and expertise needed on the Board in the future;
- being responsible for identifying and nominating for the
approval of the Board, candidates to fill board vacancies as
and when they arise;
- before appointment is made by the Board, evaluating the
balance of skills, knowledge and experience on the Board,
and, in the light of this evaluation preparing a description of
the role and capabilities required for a particular appointment.
In identifying suitable candidates the Committee:
- uses open advertising or the services of external advisers to
facilitate the search;
- considers candidates from a wide range of backgrounds;
and
- considers candidates on merit and against objective criteria,
taking care that appointees have enough time available to
devote to the position;
- keeping under review the leadership needs of the Company,
both executive and non-executive, with a view to ensuring the
continuing ability of the Company to compete effectively in the
marketplace;
- keeping up to date and fully informed about strategic issues
and commercial changes affecting the company and the
market in which it operates;
- reviewing 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; and
- ensuring 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.
The Committee also makes recommendations to the Board
concerning:
- formulating plans for succession for both executive and nonexecutive
directors and in particular for the key roles of
Chairman and Chief Executive;
- suitable candidates for the role of Senior Independent
Director;
- membership of the Audit and of the Remuneration
Committees, in consultation with the Chairmen of those
Committees;
- the re-appointment of any non-executive director at the
conclusion of their specified term of office having given due
regard to their performance and ability to continue to
contribute to the Board in the light of the knowledge, skills
and experience required;
- the continuation (or not) in service of any director who has
reached the age of 70;
- the re-election by shareholders of any director under the
‘retirement by rotation’ provisions in the Company’s articles of
association having due regard to their performance and ability
to continue to contribute to the Board in the light of the
knowledge, skills and experience required;
- any matters relating to the continuation in office of any
director at any time including the suspension or termination of
service of an executive director as an employee of the
Company subject to the provisions of the law and their service
contract; and
- the appointment of any director to executive or other office
other than to the positions of Chairman and Chief Executive,
the recommendation for which would be considered at a
meeting of the full Board.
Reporting Responsibilities
- The Committee Chairman reports formally to the Board on its
proceedings after each meeting on all matters within its duties
and responsibilities.
- The Committee makes whatever recommendations to the
Board it deems appropriate on any area within its remit where
action or improvement is needed.
Other Responsibilities
The Committee, at least once a year, reviews its own
performance, constitution and terms of reference to ensure it is
operating at maximum effectiveness and recommends any
changes it considers necessary to the Board for approval.
Authority
The Committee is authorised by the Board to seek any
information it requires from any employee of the Company in
order to perform its duties. The Committee is also authorised by
the Board, in connection with the Committee’s duties, to obtain,
at the Company’s expense, any outside legal or other
professional advice.
Information correct at 13/04/05