1. 

Membership 

1.1 

The Committee shall comprise of the Chairman of the board, the Vice Chairman and the Chief Executive. 

1.2 

The Chairman of the board shall be appointed as the Chairman of the Committee.  

1.3 

If a regular member is unable to act due to absence, illness or any other cause, the Chairman of the Committee may appoint another director to serve as an alternate member having regard to maintaining a balance of executive and independent non-executive members.
 

2. 

Secretary 

2.1 

The Company Secretary or their nominee shall act as the Secretary of the Committee.
 

3. 

Quorum 

3.1 

The quorum necessary for the transaction of business shall be 2 of whom at least 1 must be a non-executive director.  A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all of or any of the authorities, powers and discretions vested in or exercisable by the Committee.
 

4. 

Frequency of Meetings 

4.1 

The Committee shall meet at least once a year and at such other times as the Chairman of the Committee shall require.
 

5. 

Minutes of Meetings 

5.1 

Minutes of Committee meetings shall be circulated to all members of the Committee and to all other members of the board and General Management.
 

6. 

Annual General Meeting 

6.1 

The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any members' questions on the Committee's activities.
 

7. 

Duties 

7.1 

Be responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise including conducting initial meeting(s) with a candidate with follow-up meetings by other directors as recommended. 

7.2 

Before making a nomination, evaluate the balance of skills, knowledge and experience on the board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment.  

7.3 

Consider candidates from a wide range of backgrounds. 

7.4 

Subject to the board agreeing to comply with the relevant provisions of the Combined Code:  

• make a statement in the Annual Reports and Accounts about its activities; the process used for appointments and explain if external advice or open advertising has not been used; the membership of the Committee, number of committee meetings and attendance over the course of the year;
• make available its terms of reference explaining clearly its role and the authority delegated to it by the board.

8. 

Authority  

8.1 

The Committee is authorised by the board to seek any information it requires from any employee of the Group in order to perform its duties. 

8.2 

The Committee is authorised to obtain, at the Society's expense, external legal or other professional advice on any matters within its terms of reference.