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Terms of Reference



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


Members of the Committee shall be appointed by the Board, and save for the Chair 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 Board shall appoint the Committee Chair who should be either the Chair of the Board or an independent Non-Executive Director. In the absence of the Committee Chair and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting from those who would qualify under these terms of reference to be appointed to that position by the Board (this should usually be the Senior Independent Director. The Chair of the Board shall not chair the Committee when it is dealing with the matter of succession of the Chair of the Board.

The members of the Committee shall be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.


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 Chair of the Committee.

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


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

Prior to the commencement of each calendar year, the Chair 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 Chair.

No one other than a Committee member is entitled to attend meetings of the Nomination Committee, but other individuals such as Executive and Non-Executive Directors, 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.

Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the committee and any other person required to attend no later than five working days before the date of the meeting. Supporting papers shall be sent to committee members and to other attendees, as appropriate, at the same time.

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.

Engagement with Shareholders

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

In the absence of the Chair 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.

In addition, the Committee Chair should seek engagement with shareholders on significant matters related to the committee’s areas of responsibility


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.

The Committee may sub-delegate any or all of its powers and authority as it sees fit, including, without limitation, the establishment of sub-committees to analyse particular issues and to report back to the Committee.

The Committee shall carry out the duties detailed within this Terms of Reference for any major subsidiary undertakings and the Group as a whole, as appropriate.

Independent Advice and Resources

The Committee shall have access to sufficient resources in order to carry out its duties, including access to the company secretariat for advice and assistance as required.

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 Committee shall have regard to the Principles and Provisions of the Code as well as the UK Listing Authority's Listing, Prospectus and Disclosure and Transparency Rules and associated guidance, in carrying out the following duties:

Decisions of The Committee

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