9.1. The Committee should carry out the duties below for the parent Company, major subsidiary undertakings and the Group as a whole, as appropriate.
9.1. The Committee shall regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board (with particular regard to the balance of executive and Non-Executive Directors, including independent Non-Executive Directors) and make recommendations to the Board with regard to any changes it considers necessary.
9.2. The Committee shall ensure plans are in place for orderly succession to Board and senior management positions, and oversee the development of a diverse pipeline for succession, this should be based on merit and objective criteria with due regard to promote diversity of gender, social and ethnic background and cognitive and personal strengths, taking into account the challenges and opportunities facing the Company and the skills and experience needed within the Company and on the Board.
9.3. The Committee shall keep under review the leadership needs of the organisation, both Executive and Non-Executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace.
9.4. The Committee shall keep up-to-date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates.
9.5. Be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise.
9.6. Before any appointment is made by the Board, evaluate the balance of skills, knowledge, experience and diversity on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment and the time commitment expected.
In identifying suitable candidates the Committee shall where appropriate:
• 9.6.1. use open advertising or the services of external advisers to facilitate the search;
• 9.6.2. consider candidates from a wide range of backgrounds;
• 9.6.3. consider candidates on merit and against objective criteria, having due regard to the benefits of diversity on the Board and taking care that appointees have enough time available to devote to the position; and
• 9.6.4. Consider other demands on a Directors’ time and to ensure that all significant commitments are disclosed with an indication of the time involved prior to appointment.
9.7. Prior to the appointment of a Director, other significant time commitments should be disclosed and any additional future commitments should not be undertaken without prior approval of the Board. The proposed appointee should also be required to disclose any other business interests that may result in a conflict of interest. These must be authorised by the Board prior to appointment and any future business interests that could result in a conflict of interest must not be undertaken without prior authorisation of the Board.
9.8. Ensure 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.
9.9. Review the results of the Board performance evaluation process that relate to the composition of the Board and succession planning.
9.10. Review 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.
9.11. Work and liaise as necessary with other Board committees, ensuring the interaction between committees and with the Board is reviewed regularly.
The Committee shall also make recommendations to the Board concerning:
9.12. Any changes needed to the succession planning process if its periodic assessment indicates the desired outcomes have not been achieved.
9.13. Suitable candidates as new Directors, the role of Senior Independent Director and succession for existing Directors.
9.14. Membership of the Audit, Remuneration, Nomination and Environmental Social and Governance Committees, and any other Board Committees as appropriate, in consultation with the Chair of those Committees.
9.15. The re-appointment of Non-Executive Directors 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 knowledge, skills and experience required.
9.16. The re-election by shareholders of Directors under the annual re-election provisions of the Code or the retirement by rotation provisions in the Company’s articles of association, having due regard to their performance and ability, and why their contribution is important to the Company’s long-term sustainable success in the light of the skills, experience and knowledge required and the need for progressive refreshing of the Board, taking into account the length of service of individual Directors, the chair and the Board as whole.
9.17. 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.
9.18. The appointment of any Director to executive or other office.
9.19. Proposals on any area, that it deems appropriate, within its remit and where it believes action or improvement is necessary.
9.20. Proposals concerning plans for succession for both Executive and Non-Executive Directors and in particular for the key roles of Chair and Chief Executive.