Membership
- The Committee shall be appointed by the Board from the directors of the Company. A majority of the members of the Committee shall be non-executive directors. The quorum shall be two members.
- The Chairman of the Committee shall be appointed by the Board.
Attendance at meetings
- Board members shall have a right of attendance.
- The Company Secretary shall be the Secretary of the Committee. Agendas and papers for meetings will normally be circulated by the Company Secretary or his nominee at least seven days before the meeting.
Frequency of meetings
- The Chairman of the Committee may convene meetings of the Committee at any time to consider the nomination of new directors or any other matters falling within these terms of reference. The Committee shall meet at least once a year.
Authority
- The Committee is authorised by the Board to obtain outside professional advice and to secure the attendance of outsiders with relevant experience and expertise at meetings if it considers this necessary.
Responsibilities
The duties of the Committee shall be:
- to consider and make representations to the Board on its composition and balance. Factors for consideration shall include but not be restricted to:
| - |
the total number of directors; |
| - |
the mix of executive and non-executive directors; |
| - |
the average length of service of directors; |
| - |
the skill, mix and industry experience of directors; |
| - |
the responsibilities of specific directors; and |
| - |
the scope and mix of outside experience brought to the Board. |
- to identify, review and recommend candidates for potential appointment as directors (both executive and non-executive) of the Company; and
- to review, at regular intervals and at least once a year, proposals brought by management to the Committee for succession, over the longer term, to the top executive positions within the Company.
Reporting procedures
- The Secretary shall circulate the minutes of the meeting of the Committee to all members of the Board.