Reference to "the Committee" shall mean the Nominations Committee.
Reference to "the Board" shall mean the Board of Directors of SIG plc.
1.1 Members of the Committee shall be appointed by the Board and shall be made up of least 5 members, the majority of whom should be independent non-executive directors. For clarity, the Chairman of the Board is not regarded as independent for this purpose. The Chairman of the Board and Chief Executive would normally be members of the Committee.
1.2 Only members of the Committee have the right to attend Committee meetings. However, other individuals and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.
1.3 The Board shall appoint the Committee Chairman who would normally be the Chairman of the Board. In the absence of the Committee Chairman, the remaining members present shall elect one of their number to chair the meeting. The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the chairmanship.
The Secretary will be appointed by the Committee and will normally be the Company Secretary.
The quorum necessary for the transaction of business shall be 4, two of whom must be independent non-executive directors. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
4. Frequency of Meetings
The Committee shall meet at least twice a year and at such other times as the Chairman of the Committee shall require.
5. Notice of Meetings
5.1 Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of the Chairman of the Committee.
5.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, any other person required to attend and all other non-executive directors, no later than 5 working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.
6. Minutes of Meetings
6.1 The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
6.2 Minutes of Committee meetings shall be circulated promptly to all members of the Committee. Once approved, minutes should be circulated to all other members of the board unless it would be inappropriate to do so;
7. Annual General Meeting
The Committee shall:
8.1 regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) required of the Board compared to its current position and make recommendations to the Board with regard to any changes;
8.2 satisfy itself that plans are in place for the succession and development of directors and other senior executives, taking into account the challenges and opportunities facing the company and the skills and expertise needed on the Board in the future;
8.3 be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise. Normally, any new nominee would meet all members of the Board prior to appointment;
8.4 before appointment is made by the Board, evaluate the balance of skills, knowledge, experience and diversity on the Board, and, in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the Committee shall, (if considered appropriate):
8.4.1 use open advertising or the services of external advisers to facilitate the search;
8.4.2 consider candidates from a wide range of backgrounds; and
8.4.3 consider candidates on merit and against objective criteria and with due regard for the benefits of diversity on the Board, including gender, taking care that appointees have enough time available to devote to the position;
8.4.4 for the appointment of a Chairman, the Committee should prepare a job specification, including the time commitment expected. A proposed Chairman's other significant commitments should be disclosed to the Board before appointment and any changes to the Chairman's commitments should be reported to the Board as they arise;
8.4.5 prior to the appointment of a Director, the proposed appointee should be required to disclose any other business interests that may result in a conflict of interest and be required to report any future business interests that could result in a conflict of interest.
8.5 keep under review the leadership needs of the organisation, both executive and non- executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
8.6 review annually the time required from non-executive directors; and
8.7 ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside board meetings.
8.8 The Committee shall also make recommendations to the Board concerning:
8.8.1 formulating plans for succession for both executive and non-executive directors and in particular for the key roles of Chairman and Chief Executive;
8.8.2 suitable candidates for the role of senior independent director;
8.8.3 membership of the Audit and Remuneration Committees and any other Board Committee as appropriate, in consultation with the chairmen of those committees;
8.8.4 the re-appointment of any non-executive director at the conclusion of their specified term of office having due regard to their performance and ability to continue to contribute to the board in the light of the knowledge, skills and experience required;
8.9 the re-election by shareholders of directors under the annual re-election provisions of the Code or the 'retirement by rotation' provisions in the company's articles of association, having due regard to their performance and ability to continue to contribute to the board in the light of the knowledge, skills and experience required and the need for progressive refreshing of the board (particularly in relation to directors being re-elected for a term beyond six years);
8.10 any matters relating to the continuation in office of any director at any time including the suspension or termination of service of an executive director as an employee of the company subject to the provisions of the law and their service contract; and
8.11 the appointment of any director to executive or other office other than to the positions of Chairman and Chief Executive, the recommendation for which would be considered at a meeting of the full board.
9. Reporting Responsibilities
9.1 The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
9.2 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
9.3 The Committee shall produce a report to be included in the Company's annual report about its activities, the process used to make appointments and explain if external advice or open advertising has not been used. Where an external agency has been used, it shall be identified in the annual report and a statement made as to whether it has any connection with the Company.
9.4 The report referred to in 9.3 above should include a statement of the Board's policy on diversity, including gender, any measurable objectives that it has set for implementing the policy, and progress on achieving the objectives.
The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
11.1 The Committee is authorised to seek any information it requires from any employee of the company in order to perform its duties.
11.2 The Committee is authorised to obtain, at the company's expense, outside legal or other professional advice on any matters within its terms of reference.
Reviewed July 2013