Recommend the optimum size of the Board and new nominees to the Board both Executive and Non-Executive Directors and to ensure that where the Company has a significant shareholder that the investments of the minority shareholders are fairly reflected through Board representation;
1.2 Recommend members for appointments to Board Committees;
1.3 Assist the Board in ensuring that appointments are made on merit against an agreed specification;
1.4
Assist the Board in reviewing on an annual basis that the Non-Executive Directors currently appointed have the required mix of skills and experience and other qualities, including core competencies;
1.5
Carry out effective annual assessments of the performance of each of the Directors and Board Committee members.
2. Membership
2.1
The Committee shall be appointed by the Board from among their number and shall be composed of not fewer than three (3) in number.
2.2
The majority of the members comprising the Committee shall be Independent Non-Executive Directors.
2.3
The members of the Committee shall elect as Chairman either the Chairman of the Company or from among their number who is an Independent Non-Executive Director.
2.4
If a member of the Committee resigns, dies or for any reason ceases to be a member with the result that the number of members is reduced below three (3), the Board shall, within three (3) months of that event, appoint such number of new members as may be required to make up the minimum number of three (3) members.
2.5
The appointment of a Committee member terminates when the member ceases to be a Director.
3. Functions
3.1
To determine the core competencies and skills required of Board members to best serve the business and operations of the Group as a whole and the optimum size of the Board to reflect the desired skills and competencies.
3.2
To review the size of Non-Executive participation, Board balance and determine if additional Board members are required and also to ensure that at least 1/3 of the Board is independent.
3.3
To recommend to the Board on the appropriate number of Directors to compose the Board, which should fairly reflect the investments of the minority shareholders in the Company, and whether the current Board representation satisfies this requirement.
3.4
To recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board. In making its recommendations, the Committee should consider the candidates’: -
•
skills, knowledge, expertise and experience;
•
professionalism;
•
integrity; and
•
in the case of candidates for the position of Independent Non-Executive Directors, the Committee should also evaluate the candidates’ ability to discharge such responsibilities/functions as expected from independent Non-Executive Directors.
3.5
To consider in making its recommendations, candidates for directorships proposed by the Chief Executive Officer and, within the bounds of practicability, by any other senior executive or any Director or shareholder.
3.6
To recommend to the Board, Directors to fill the seats on Board Committees.
3.7
To undertake an annual review of the required mix of skills and experience and other qualities of Directors, including core competencies which Non-Executive Directors should bring to the Board and to disclose this forth with in every Annual Report.
3.8
To assist the Board to introduce a criteria and to formulate and implement a procedure to be carried out by the Nominating Committee annually for assessing the effectiveness of the Board as a whole, the Board Committees and for assessing the contributions of each individual Directors, including Independent Non-Executive directors, as well as the Chief Executive Officer;
3.9
To document all assessments and evaluations carried out by the Committee in the discharge of all its functions;
3.10
To introduce such regulations or guidelines, procedures to function effectively and fulfill its objective.
4. Meetings
4.1
A minimum of one meeting per year is to be planned, although additional meetings may be called at any time at the Nominating Committee Chairman’s discretion;
4.2
An agenda shall be sent to all members of the Committee and any other persons who may be required to attend;
4.3
The quorum
of each meeting shall be two (2) members;
4.4
Meetings of the Nominating Committee shall be governed by provisions in the Articles governing Board Meeting;
4.5
Where necessary and appropriate any decision of the Nominating Committee can be taken up by way of a written circular resolution.
5. Minutes
Minutes of each meeting shall be kept and distributed to all attendees (members) of the Nominating Committee Meeting. The Chairman of the Committee shall report on each meeting to the Board.
6. Secretary
The Secretary to the Committee shall be the Group Company Secretary.
