Board Nomination Committee Charter
The Board Nomination Committee Charter sets out the functions and responsibilities of the Board Nomination Committee.
1. Membership Requirements
The Committee should have a minimum of 3 members.
The Chairman of the Committee is an independent Director.
Details of the members of the Committee and the status of their independence will be disclosed in the Corporate Governance Statement or Directors’ report in the Annual Report.
2. The Committee's Role
The role of the Nomination Committee is to assist the Board in the effective discharge of its responsibilities for ensuring that the Board comprises individuals who are best able to discharge the responsibilities of Directors, having regard to the law and the highest standards of governance.
3. The Committee's Responsibility
The Nomination Committee generally has responsibility for:
• Assessing the skills required on the Board
• From time to time assessing the extent to which the required skills are represented on the Board
• Establishing processes for the identification of candidates for appointment to the Board
• Establishing eligibility requirements for candidates for appointment to the Board including a policy with respect to other commitments
• Proposing candidates for board vacancies
• Review of Board succession plans and
• Implementing processes for the induction of new non-executive Directors to the Company and processes for continuing education of Directors
The Nomination Committee should meet at least twice a year. The Managing Director / Chief Executive Officer and Company Secretary may be invited by the Committee Chairman to attend meetings of the Nomination Committee.
4. The Committee's Rights
The Nomination Committee has the ability to obtain independent professional advice to assist it with its functions, with the cost to be paid for by the Company.
5. Performance Evaluation
The Committee must prepare a report on an annual basis comprising an appraisal of the main items dealt with during the year and a performance evaluation against the Committee’s objectives. Where necessary, recommendations to improve the performance of the Committee should be made. This report is to be signed by the Committee chairman and forwarded to the Chairman of the Board.
6. Procedure for Selection and Appointment of New Directors
The following summarises the general procedure for the selection and appointment of a new Director by the Nomination Committee:
• Assess the needs of the Board to ensure that there is a range of skills represented and develop a criteria for the individual sought
• Establish/review eligibility requirements for candidates
• Seek to identify individuals with the skills and experience required – external advisors may assist in this process
• Develop a short list of potential appointees
• Recommend to the Board the most appropriate person from the short list of potential appointees to be invited to become a Director of the Company
7. Policy for the Appointment of Directors (and Directors seeking re-election)
Factors considered by the Nomination Committee when recommending a person for appointment as a Director (including Directors seeking re-election) include:
• Skills and experience brought by the candidate to the Company
• The time commitment required by a Director to effectively discharge his or her duties to the Company
• The number of existing Directorships and other commitments that may demand the attention of the appointee
• The nature of existing positions, Directorships or other relationships and the impact that each may have on the appointee's ability to exercise an independent judgment and
• The extent to which the appointee is likely to work constructively with the existing Directors and contribute to the overall effectiveness of the Board
In accordance with the Company's constitution, all new appointees to the Board must resign at the next annual general meeting after the date of their appointment and offer themselves for election.