1. MEMBERSHIP

The Board of Directors shall elect the Committee members from amongst themselves, comprising exclusively of Non-Executive Directors, a majority of whom are Independent Directors and number at least three (3) in total. The appointment of a Committee member terminates when the member ceases to be a Director, or as determined by the Board.

The Chairman of the Committee shall be a Senior Independent Non-Executive Director appointed by the Board. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst themselves.

 

2. MEETINGS

The Committee shall meet at least once a year. More meetings may be conducted if the need arises. The quorum for a meeting of the Nomination Committee shall be two (2) members, present in person, a majority of whom must be Independent Directors.

A resolution in writing, signed by all the members of the Committee, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Committee members.

The Company Secretary or his/her representative or other appropriate senior officer shall act as secretary of the Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it, supported by explanatory documentation to committee members prior to each meeting.

The Company Secretary or his/her representative or other appropriate senior officer shall also be in attendance at each Committee meetings and responsible for keeping the minutes of meetings of the Committee, and circulating them to committee members and to the other members of the Board of Directors.

 

3. ADVISERS

The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group at the Company’s expense, as and when it considers this necessary in the discharge of its responsibilities.

 

4. DUTIES

The duties of the Committee shall be to:-

• recommend to the Board, candidates for all directorships. In making the recommendations, the Committee should also consider candidates proposed by the Group Chief Executive Officer (“Group CEO”), and within the bounds of practicability, by any other senior executive, Director or shareholder. In making its recommendations, the Committee shall assess and consider the candidates':-
  • skills, knowledge, expertise and experience;
  • commitment (including time commitment) to effectively discharge his/her role as a Director;
  • professionalism;
  • boardroom diversity including gender, age and ethnicity, diversity;
  • character, integrity and competence; and
  • in the case of candidates for the position of Independent Non-Executive Directors, the Committee shall also evaluate the candidates' ability to discharge such responsibilities/functions as are expected from Independent Non-Executive Directors;
• make recommendations to the Board for the appointment of the Chairman, Group CEO and Senior Independent Director, including an assessment of the time commitment expected and recognising the need for availability in the event of crises;
• develop, maintain and review the criteria to be used in the recruitment process and annual assessment of Directors. The nomination and the election process should be disclosed in the Annual Report;
• review the Board's succession plans;
• assess annually the independence of its independent directors. This activity shall be disclosed in the Annual Report of the Company and in any notice of a general meeting for the appointment and re-appointment of independent directors;
• recommend to the Board the Company's gender, age and ethnicity, diversity policies, targets and discuss measures to be taken to meet those targets;
• recommend to the Board protocol for accepting new directorships.
• review, at least once a year, 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.
• recommend to the Board, Directors to fill the seats on Board Committees;
• review annually the required mix of skills, experience and other qualities of the Board, including core competencies which Non-Executive Directors should bring to the Board. This activity shall be disclosed in the Annual Report;
• assess annually the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director including his time commitment, character, experience and integrity. All assessments and evaluations carried out by the Committee in the discharge of all its functions shall be properly documented and disclosed to the Annual Report
• assess annually the effectiveness and performance of the Executive Directors;
• assess the training needs of each Director, review the fulfilment of such training, and disclose details in the Annual Report as appropriate;
• consider the size of the Board with a view to determine the impact of the number upon the Board's effectiveness and recommend it to the Board;
• review the character, experience, integrity, competence and time to effectively discharge the roles of chief executive and chief financial officer*;
• facilitate Board induction programme for newly appointed Directors;
• consider and recommend the Directors for re-election/re-appointment at each Annual General Meeting.

 

5. PERIODIC REVIEW

This Terms of Reference shall be reviewed annually by the Nomination Committee.

 

6. REVISION OF THE TERMS OF REFERENCE

• Any revision or amendment to this Terms of Reference, as proposed by the Nomination Committee or any third party, shall first be presented to the Board for its approval.
• Upon the Board's approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.

 

7. APPROVAL

This Terms of Reference is reviewed and approved by the Board of Directors on 25 February 2016.