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To review:

9. regularly 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 to make recommendations to the Board with regard to any adjustments that the Committee considers necessary;

10. succession planning both for the Board and senior management and the oversight of the development of a diverse pipeline for succession. This should be based on merit and objective criteria and, within this context, 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;

11. the leadership needs of the business, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;

12. and identify candidates and nominate them as either additional or replacement Directors for approval by the Board;

13. strategic issues and commercial changes affecting the Company in the market in which it operates, and to keep up to date and fully informed about these changes;

14. identify and nominate for the approval of the Board, candidates to fill Board vacancies as and when they arise;

15. before any appointment is made by the Board, evaluate the balance of skills, experience, independence, knowledge 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. In identifying suitable candidates, the Committee shall, where appropriate:

a. use open advertising or the services of external advisers to facilitate the search or appointment;

b. consider candidates from a wide range of backgrounds;

c. consider candidates on merit and against objective criteria and with due regard for the benefits of diversity on the Board and taking care that appointees have enough time available to devote to the position;

d. when making new appointments take into account 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;

16. for the appointment of a Company Chairman, the Committee should prepare a job specification, including the time commitment expected, recognising the need for availability in the event of crises;

17. prior to the appointment of a Director, the proposed appointee should be required to disclose any other business interests that may result in a conflict of interest and be required to report any future business interests that could result in a conflict of interest;

18. review results of the Board performance evaluation process, particularly in so far as they relate to the composition of the Board; and

19. 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.