Terms of Reference

Approved by the Nomination Committee on 1 November 2018

Constitution

The Board of Directors (the “Board”) of Halfords Group plc (the “Company”) has established, in line with the July 2018 UK Corporate Governance Code, (the “Code”), a committee of the Board, henceforth known as the Nomination Committee (the “Committee”). The Board shall require the Committee chairman to be the Chairman of the Board (or in their absence the Senior Independent Non-Executive Director).  

Membership

Members of the Committee shall be appointed by the Board, and save for the Chairman of the Board, shall comprise only of independent Non-Executive Directors. No Executive Director may be a member of the Committee.

The Committee shall consist of a minimum of three members. The Company Secretary or a nominee shall act as the Secretary to the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues.

Appointments to the Committee shall be for a period of up to three years, which may be extended to two further three-year periods provided that the majority of Committee members remain independent.

The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the chairmanship. In which case the remaining members in attendance shall elect one of their number (this should usually be the Senior Independent Director) to chair the meeting.

Quorum

The quorum necessary for the transaction of business by the Committee will be two members.

In the event that a meeting of the Committee is required but a quorum might not be secured, an existing member of the Committee shall be empowered to appoint a substitute to attend such meeting in consultation with the Chairman of the Committee.

In the absence of the Chairman, the members attending will elect one of their number (this should usually be the Senior Independent Director) to chair the meeting.

Meetings

Meetings shall be held at least twice a year, and also at such other times as the Chairman of the Committee shall require.

Prior to the commencement of each calendar year, the Chairman of the Committee and the Secretary shall review the frequency and dates of meetings for the subsequent financial year and propose such dates for agreement by other members of the Committee.

A meeting of the Committee may be called by the Secretary at the request of any member of the Committee, and the Secretary shall agree the agenda with the Chairman.

No one other than a Committee member is entitled to attend meetings of the Nomination Committee, but other Executive and Non-Executive Directors, other senior management and external advisors may be invited to attend for all or part of any meeting as and when appropriate, particular care being taken to recognise and avoid, any conflicts of interest.

Meetings of the Committee shall be called by giving at least five working days’ written notice unless all the members of the Committee agree to shorter notice.

Members may participate in a meeting by means of a conference telephone, video conferencing facility or other suitable communicating equipment.

The Secretary shall minute the proceedings and resolutions of all meetings as well as keep appropriate records. Minutes of the meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board, unless a conflict of interest arises.

Annual General Meeting

The Chairman of the Committee shall attend the Company’s Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.

In the absence of the Chairman of the Committee, an appointed deputy should attend the Company's Annual General Meeting to be available to answer shareholders' questions on the Committee’s activities.

Authority

The Committee is authorised by the Board to determine Company policy within its Terms of Reference.

The Committee is authorised to seek any information it requires from any employee and all employees shall be directed to co-operate with any request made by the Committee.

Independent Advice and Resources

The Committee is authorised by the Board to obtain external legal or other independent professional advice, as it considers necessary to undertake its duties and to secure the attendance of any such advisers at any meetings of the Committee.

In this regard the Committee shall adhere to any Board policy document concerning the securing of such advice.

The Committee is exclusively responsible for establishing the selection criteria for such advisors and their appointment and Terms of Reference.

The appointment and performance of the advisors shall be reviewed by the Committee on a regular basis and at least annually.

Terms of Reference

The duties of the Committee are as follows:

Decisions of The Committee

Any decisions of the Committee shall be taken on a simple majority basis. The Chairman of the Committee shall have a casting vote in the event of equality of voting.