Nominations Committee

The Committee is chaired by Michael Harper. The other members of the Committee are currently Sir David Bell, Simon Beresford-Wylie, Nigel Moore, Maria Richter and Will Wyatt. Simon Beresford-Wylie became a member of the Committee on 1 March 2006, the same day he was appointed a director. John Potter retired as a director and member of the Committee on 24 May 2006. Maria Richter became a member of the Committee on her appointment to the Board on 28 February 2007.

During 2006, the Committee met on four occasions but also met by conference telephone and with the executive directors in attendance on a number of occasions to consider and discuss progress on the appointment of an additional nonexecutive director. All the members attended all the Committee meetings except for Sir David Bell who was unable to attend the August and November Committee meetings due to unavoidable absences, one of which was to attend a funeral, and Simon Beresford-Wylie who was unable to attend the December meeting due to urgent business commitments. The Committee is delegated authority by the Board to deal with succession planning and making recommendations to the Board on all new Board appointments.

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.

Appointments and re-elections to the Board:

The Chairman and the other non-executive directors are appointed for an initial period of three years which, with the approval of the Nominations Committee and the Board, would normally be extended for a further three years. In exceptional circumstances, appointments of non-executive directors may be extended beyond six years, with the approval of the Nominations Committee, the Board and the individual director concerned, if it is in the interests of the Group to do so. Under the Company's Articles of Association, each director is required to be re-elected at the third Annual General Meeting following that at which he or she was last elected or reelected. Maria Richter will be proposed for election at the Annual General Meeting for 2007. Nigel Moore will retire and will be proposed for re-election at that meeting. Sir David Bell, who will have completed ten years as a nonexecutive director on 12 March 2007, will be standing down following the Annual General Meeting for 2007.