Please use the arrows to navigate to the sub pages

To ensure:

1. that other significant commitments of a proposed Chair’s other commitments, should be disclosed to the Board before appointment and included in the annual report, and any changes to the Chair’s commitments and their impact should be reported to the Board as they arise and disclosed in the next annual report;

2. that on appointment, and in conjunction with the Chair of the Board, new Directors receive a full, formal and tailored induction;

3. 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;

4. that there is a formal and rigorous annual evaluation of the performance of the Board, its committees, the Chair and the individual directors. The Chair should consider having a regular externally facilitated board evaluation at least every three years;

5. that the Committee’s Terms of Reference and the Non-Executive Directors’ terms and conditions of appointment are made publicly available;

6. that the Committee Chair shall report formally to the Board on its proceedings after each meeting on the nature and content of its discussion, recommendations and action to be taken;

7. that the Committee shall produce a report to be included in the Company’s Annual Report describing the work of the Committee, to include:

a. the process used in relation to appointments, its approach to succession planning and how both support the development of a diverse pipeline;

b. if there are any changes to the Chair’s other external commitments and their impact;

c. how the Board evaluation has been conducted, the nature and extent of an external evaluator’s contact with the Board and individual directors, the outcomes and actions taken and how it has influenced or will influence board composition;

d. if an external evaluator has been used to conduct a Board evaluation, the evaluator should be identified in the annual report and a statement made about other connections it has with the Company or individual directors;

e. the policy on diversity and inclusion, its objectives and linkage to Company strategy, how it has been implemented and progress on achieving the objectives;

f. the gender balance of those in the senior management and their direct reports;

g. if an external search consultancy is engaged in the search for the appointment of a Company Chair or Non-Executive Director, it should be identified in the annual report alongside a statement about any other connection it has with the Company or individual directors; and.

8. that the Committee works and liaises as necessary, with other Board committees, ensuring the interaction between committees and the Board is reviewed regularly.