The terms of reference for the Nominations and Governance Committee are:

  • to lead the process for appointments to the Board and Board Committees and to recommend all new appointments to the Board and Board Committees, whether of executive or non-executive directors;
  • annually to evaluate the performance of the Chairman, the Chief Executive and other members of the Board;
  • to monitor and evaluate the performance and effectiveness of the Board and Board Committees and the contribution of each director including, in relation to non-executive directors, whether the non-executive director is spending enough time to fulfil his or her duties to the Company. The Committee will also seek the views of executive directors on the performance of non-executive directors;
  • annually to review the Boardroom Diversity Policy and to report to the Board;
  • to review regularly the structure, size and composition of the Board and Board Committees and the balance of skills, knowledge and experience on the Board and Board Committees and make recommendations to the Board or, where appropriate, the relevant committee with regard to any adjustments that are deemed necessary;
  • to review and approve succession and development plans for executive directors and to review succession plans for executive heads of the Company's operating subsidiaries;
  • to evaluate any conflict of interests or duties notified by directors, to recommend authorisations or other measures to the Board and annually to evaluate the Company's procedures for ensuring that the Board's powers to authorise conflicts are operated effectively;
  • to keep under review the Company's compliance with the UK Corporate Governance Code ("the Code"), NASDAQ's rules regarding corporate governance and the Sarbanes-Oxley Act of 2002; to report to the Board the conclusions of its review and to make recommendations to the Board regarding any changes to the Company's corporate governance practices that the Committee considers necessary or desirable; and
  • annually to evaluate the performance of the Committee and to report to the Board (orally or in writing) its evaluation and any recommendations to improve the performance of the Committee.