Terms of Reference - Nomination Committee

1. Objective

1.1 To assist the Board on all new Board and Board Committee appointments and to provide a formal and transparent procedure for such appointments.


2. Duties

2.1 To review the required mix of skills, knowledge, expertise, experience, professionalism, integrity, independence and other qualities, including core competencies which Directors (both Executive and Non-Executive) should bring to the Board;

2.2 To consider, in making recommendations, candidates proposed by the group Managing Director for directorships, nomination by any Senior Executive, Director or shareholder;

2.3 To ensure that the candidates to the Board of Directors shall possess the necessary qualifications and experience to discharge their duties. Newly appointed members of the Board of Directors shall receive an appropriate introduction into the business and affairs of the Company and the Group.

2.4 To recommend to the Board, Directors to fill the seats on Board Committees;

2.5 To assess the effectiveness of the Board as a whole, the Committees of the Board, and the contributions, competencies, commitment and performance of each individual Director, annually;

2.6 To examine the size of the Board with a view to determining the impact of the number upon its effectiveness;

2.7 To review the Board’s succession plans and training programmes for the Board;

2.8 To facilitate Board induction and training programmes; and

2.9 To review the required mix of skills, knowledge, expertise, experience, professionalism, integrity, independence, diversity (including gender diversity) and other qualities of the directors to ensure that the Board is functioning effectively and efficiently on a yearly basis.


3. Meetings

3.1 Meetings shall be held at least once (1) a year with a minimum quorum of two (2) members. Additional meetings may be called at any time at the discretion of the Chairman of the Committee;

3.2 The Company Secretary shall be the Secretary of the Committee;

3.3 The minutes of each Committee meeting shall be tabled to the Board by the Chairman of the Committee.


4. Membership

4.1 The Committee and its Chairman shall be appointed by the Board from amongst its number and shall comprise not less than two (2) members, consisting exclusively of non-executive directors, a majority of whom are independent.