Nomination Committee

Members of the Nomination Committee

Jon Aisbitt  - Chairman
Alison Carnwath
Phillip Colebatch
Dugald Eadie
Ruud Hendriks
Frederic Jolly
Patrick O'Sullivan

Terms of Reference of the Nomination Committee from 10 March 2009

Membership

  1. The Chair and members of the Committee shall be appointed by the Board.
  2. The Committee shall comprise all the non-executive directors of the Company. The Chair shall be the Chairman of the Board.
  3. The quorum for meetings shall be two members.

Attendees

  1. The Committee may invite the Chief Executive Officer to attend all or any part of a meeting.
  2. The Committee may request the advice, support and attendance of any other person to assist in their work.
  3. The Company Secretary or his/her nominee shall be secretary of the Committee.

Role and responsibilities

  1. To evaluate and keep under review the size, structure and composition of the Board and make recommendations to the Board on any proposed changes, taking into account the challenges and opportunities facing the Company and the skills, knowledge and experience required.
  2. To consider and prepare, for agreement with the Board, a description of the role and competencies required for a particular appointment (executive and non-executive).
  3. To identify and recommend to the Board, against the agreed specification, candidates for Board appointments.
  4. To review management development and succession planning for top management and executive Board members.
  5. To review and make recommendations to the Board on the reappointment of non-executive directors at the expiry of their term of office.
  6. To appoint and take advice from independent search consultants and other professional advisers when appropriate.
  7. To approve the description of the Committee’s activities and the process that it has followed in relation to Board appointments for inclusion in the annual report each year.
  8. To report to the Board on the proceedings of the Committee after each meeting and to make available to Board members the minutes of Committee meetings.