To Recommend to the Board:

  1. proposals concerning plans for succession for both Executive and Non-Executive Directors and in particular for the key roles of Chair and Chief Executive;
  2. any changes needed to the succession planning process if its periodic assessment indicates the desired outcomes have not been achieved;
  3. the appointment of any Director to executive office, other than to the positions of Chair and Chief Executive;
  4. the identification and nomination of candidates to fill board vacancies as and when they arise;
  5. suitable candidates for the role of Senior Independent Director;
  6. 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;
  7. 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;
  8. the re-appointment of any Non-Executive Director 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 the knowledge, skills and experience required;
  9. the re-election by shareholders of any Director 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 knowledge, skills and experience 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 a whole; and
  10. proposals on any area, that it deems appropriate, within its remit and where it believes action or improvement is necessary.