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Nomination Committee Terms of Reference

1. Overall Purpose/Objectives
In line with the recommendations made in the UK Corporate Governance Code, the Committee is appointed to lead the process for Board appointments and to make recommendations to the Board in order that there is a formal, rigorous and transparent procedure for appointment of new directors to the Board. To perform his/her role effectively, each Committee member should obtain an understanding of the detailed responsibilities of Committee membership as well as the constitution of the Company’s Board of Directors and how it performs in line with the Code’s recommendations on best practice.
2. Authority

The Board authorises the Committee, within the scope of its responsibilities, to:
2.1   Seek any information it requires in order to perform its duties.
2.2   Obtain, after due consultation with the Board, at the Company’s expense, outside legal or professional advice on any matters within its terms of reference.

The Committee shall have no executive powers.

3. Organisation
3.1   Membership of the Committee shall be appointed by the Board in consultation with the Chairman of the Committee.
3.2   The Committee will comprise of not less than three Directors, including the Chairman of the Committee, who should be the Chairman of the Company, and where possible these should be independent non-executive directors.
3.3   The quorum for any meeting will be two.
3.4   The secretary of the Committee will be the Company Secretary, or such other person as nominated by the Board.
3.5   In the absence of the Committee Chairman, the remaining members shall elect one of themselves to chair the meeting. The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the chairmanship.

3.6   Meetings shall be when necessary to consider new appointments and at such other times that the Committee is required to take action within its terms of reference.
3.7   The Committee may invite such other person to its meetings as it deems necessary, but no person other than the members of the committee shall have a right of attendance.
3.8   Meetings shall be called by the Chairman or Secretary of the Committee at the request of any Committee members. Notice shall be forwarded to each member of the Committee, and any other person required, one week before the date of the meeting. Supporting papers shall be sent to the Committee members and other attendees as appropriate, at the same time.
3.9   The proceedings and resolutions of all meetings of the Committee, including the names of those present and in attendance, will be minuted and circulated promptly to all members of the Committee and to the Chairman of the Board.
3.10  The Chairman of the Committee shall attend the Annual General Meeting and be prepared to respond to any shareholder questions on the Committee’s activities.
4. Duties and Responsibilities
The Committee should undertake the following:
4.1   Be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise.
4.2   Before appointment is made by the Board, evaluate the balance of skills, knowledge and experience 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:
• Consider candidates from a wide range of backgrounds
• Consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position
• Consider the use of external advisers or advertising to facilitate the search, if applicable; and
• Consider the requirements of the family shareholders and the requirements set out in the Company’s Memorandum and Articles of Association
4.3   Give full consideration to succession planning for directors and other senior executives taking into account the challenges and opportunities facing the Company and what skills and expertise will be needed on the Board in the future.

4.4   Keep under review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board, as well as leadership needs of the Company, both executive and non-executive, with a view to ensuring the continued ability of the Company to compete effectively in the market place. Make recommendations to the Board with regard to any adjustments that are deemed necessary.
4.5   Assess and articulate the time needed to fulfil the roles of chairman and non-executive director and undertake an annual performance evaluation to ensure that all members of the board have devoted sufficient time to their duties.
4.6   The Committee shall review the results of the board performance evaluation process that relate to composition of the Board.
4.7   On appointment to the Board, non-executive directors will 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.
4.8   The Committee shall review the time required from non-executive directors and performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfil their duties.

The Committee shall also make recommendations to the Board concerning:

4.9   Suitable candidates for the role of senior independent director, should the role be deemed appropriate or necessary.
4.10   The appointment of a chairman – all other significant commitments of a proposed chairman should be disclosed to the Board before the appointment and any changes to these should be notified to the Board as soon as is practicable.
4.11   The appointment of a chief executive - there should be a meeting of all non-executive directors where the Committee make recommendations.
4.12   The continuation (or not) in service of any director who has reached the age of 70, or such age as the Company’s Articles of Association shall define.
4.13   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 contribute to the Board in the light of the knowledge, skills and experience required.
4.14   The re-election by shareholders of any director under the “retirement by rotation” provisions in the Company’s Articles of Association having due regard to their performance.
4.15   The position of the chairman, having assessed every three years whether the present incumbent should continue in the post, taking into account the needs of continuity versus freshness of approach.

4.16   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, subject to the provisions of the law and their service contract
5. Reporting

The Committee shall make a report to the Board on its proceedings after each meeting and on all matters within its duties and responsibilities and shall make a statement in the annual report about its activities.
6. Other
6.1   The Committee shall once a year, review its own performance, constitution and terms of reference to ensure that it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
6.2   The Committee is to be made aware of any proposal to terminate or suspend the service of any executive director as an employee of the company.
6.3   The Committee shall make recommendations to the Board with regard to the membership and chairmanship of the audit committee and the remuneration committee.
July 2014