Scope
It is the policy of the Company to have a Nomination and Remuneration Committee of the board at all times. The members of the Nomination and Remuneration Committee are Mr Alexander (Sandy) Beard (Chairman) and Dr Martin Cross. This charter defines the Nomination and Remuneration Committee’s function, composition and mode of operation, authority and responsibilities.
Function
To assist the board in fulfilling its responsibilities relating to:
- assessment, nomination and recruitment of potential board members
- recommendations of the appointment and removal of members of the Board
- review of board succession plans and
- evaluation of the board’s performance.
Composition and mode of operation
Membership
The committee shall;
- comprise at least three independent non-executive Directors as determined by the Board and the Managing Director
- have a chairman appointed by the board
- have an initial term of three years, with members eligible for reappointment
- comprise members with skills and experience relevant to the committee’s functions
- review trends and developments in corporate governance practices and regulatory changes, and other areas relevant to the committee’s responsibilities.
Meetings
The committee shall;
meet at least once annually and as may otherwise be determined by the Chairman of the Committee. The quorum for a committee meeting is two members.
Authority
The Committee is a committee of the Board and has no authority independent of the functions delegated to it and is to report its findings and recommendations directly to the Board. The functions of the Committee do not relieve the Board from any of its responsibilities.
There is to be no delegation of executive power to the Committee.
Responsibilities
The Nomination and Remuneration Committee shall have responsibility for proposing candidates for
consideration by the Board to fill vacancies or additions to the Board and for devising criteria
for Board membership and for reviewing membership of the Board, including –
- assessment of the necessary and desirable competencies of Board members;
- review of Board succession plans to maintain an appropriate balance of skills, experience and expertise’
- as requested by the Board, evaluation of the Board’s performance and, as appropriate, developing and implementing a plan for identifying, assessing and enhancing Director competencies;
- recommendations for the appointment and replacement of Directors; and
- such other matters as the Board may refer to the Committee from time to time.
Potential New Director Selection Process
- Determine the skills and experience appropriate for the appointee having regard to those of the existing directors and any other likely changes to the Board.
- Agree the process for seeking such a person.
- Set a timetable for completion having regard to the date of the AGM and finalisation of the Notice of AGM and whether the person will be appointed prior to the AGM or the person’s nomination will first be put to the AGM.
- The Committee will prepare a short list of candidates after assessing the candidates on the following basis:
– competencies and qualifications;
– independence;
– other directorships;
– time availability;
– contribution to the overall balance of the composition of the Board; and
– depth of understanding of the role and legal obligations of a director.
The Board will meet the preferred candidate(s) as recommended by the Committee and make an appointment, for ratification by the shareholders, as appropriate.