Meetings shall be held at least three times a year and at such other times as the Chair of the Committee shall require. Only members of the Committee have the right to attend.
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 of the Committee.
No one other than a Committee member is entitled to attend meetings of the Committee. The Chair of the Board, Chief Executive Officer, other Executive and Non-executive Directors, other 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 seven 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.
No Committee attendee shall participate in any discussion or decision on their own remuneration, fees or terms or conditions of service.
The Secretary shall minute the proceedings and resolutions of all meetings, including the names of those present and in attendance. Minutes of the meetings shall be circulated promptly to all members of the Committee, unless a conflict of interest arises.
Once approved, minutes should be circulated to all other members of the Board and the Company Secretary unless, exceptionally, it would be inappropriate to do so.