Terms of Reference for the Nomination Committee

Policy & Guidelines

1. Regulations
1.1 The Nomination Committee shall meet on such occasions as the chairman of the Committee shall deem necessary. A brief report of the matters discussed and decisions taken at each meeting shall be submitted to the next convenient meeting of the full Board.

1.2 Membership of the Nomination Committee shall consist of the Group Chairman and the non-executive directors.

1.3 The Nomination Committee should make available its terms of reference, explaining its roles and the authority delegated to it by the Board.

1.4 The Chairman or Deputy Chairman of the Company shall be the Committee Chairman, but in the absence of the Committee chairman, the non-executive directors present shall choose one of their number to be chairman of such meeting.

1.5 The Group Secretary shall be secretary of the Committee, and the Group Chief Executive shall normally attend and speak on relevant issues unless the Committee otherwise determines.

1.6 The Committee chairman shall ensure that minutes of all meetings are prepared and circulated to each Committee member and the Group Board.

1.7 In order to comply with the Combined Code the Company must make certain disclosures in the Annual Report regarding the Nomination Committee and the election/re-election of directors.

2. Responsibilities

• Responsibilities - Nomination of Parent Company Directors
  
  2.1 Nominate, for consideration by the Board, candidates for both executive and non-executive directorships of the Parent Company, having previously undertaken all necessary enquiries, interviews and investigations and having consulted with the Chief Executive and others as appropriate.
  
  2.2 Monitor the membership and succession position of the Board to assist the Chairman of the Company in maintaining the appropriate balance of executive/non-executive directors, disciplines, age and relevant experience.

• Responsibilities - Nomination of Subsidiary Company Directors
  
  2.3 Nominate, for consideration by the Group Board, candidates for directorships of the subsidiary companies having previously undertaken all necessary enquiries, interviews and investigations and having consulted with the Chief Executive and others as appropriate.
  
  2.4 Monitor the membership and succession plans of the Boards of the subsidiary companies.