TERMS OF REFERENCE OF THE NOMINATIONS COMMITTEE
TERMS OF REFERENCE OF THE NOMINATIONS COMMITTEE
(“NOMINATIONS COMMITTEE”)
OF THE BOARD OF DIRECTORS OF MINERVA PLC
1. AUTHORITY
1.1 The Nominations Committee (“the Committee”) is authorised to recommend to the Board new directors of the Company; and
1.2 If the Committee considers it necessary so to do, it is authorised to obtain external independent professional advice to assist it in the performance of its duties, to secure the services of outsiders with relevant experience and expertise and to invite such persons to attend at meetings of the Committee. The cost of obtaining such advice or services shall be borne by the Company.
2. COMPOSITION OF THE COMMITTEE
2.1 The Committee shall consist of the non-executive directors of Minerva plc and the Chief Executive Officer as an observer. Any member of the Committee may at any time convene a meeting of the Committee. The quorum for any meeting of the Committee shall be two; and
2.2 The Chairman of the Board will normally be the Chairman of the Nominations Committee accept in the situation when it is dealing with the succession to the Chairmanship of the Board.
3. MEETINGS
3.1 The Committee shall meet as necessary when board vacancies arise, and at such other times as convened by the Chairman to ensure the committee gives due consideration to its responsibilities set out below; and
3.2 Any director of the Company may attend at the invitation of the Chairman of the Committee. All attendees shall have the right to attend and speak, but only members of the Committee may vote at any meeting of the Committee.
4. DUTIES
The duties of the Committee shall be:-
4.1 To be responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise;
4.2 To evaluate the balance of skills, knowledge and experience on the board before making an appointment, and in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment;
4.3 To consider candidates from a wide range of backgrounds;
4.4 To give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the company and what skills and expertise are therefore needed on the Board in the future;
4.5 To regularly 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;
4.6 To make a statement in the annual report 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;
4.7 To make available its terms of reference explaining clearly its role and the authority delegated to it by the Board;
4.8 To make a statement in the annual report confirming that the appointment of executive directors are on terms/service contracts in accordance with the needs of the Company and in accordance with best practice; and
4.9 To ensure that on appointment of 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.
5. RECOMMENDATIONS TO THE BOARD
5.1 The Committee should report plans with regard to succession for both executive and non-executive directors;
5.2 The re-appointment of any non-executive director at the conclusion of their specified term of office;
5.3 The re-election by shareholders of any director under the retirement by rotation provisions in the Company’s articles of association;
5.4 Any matters relating to the continuation in office of any director at any time; and
5.5 The appointment of any director, the recommendation for which would be considered at a meeting of the Board.
6. REPORTING
6.1 The Secretary shall circulate the minutes of the committee to all members of the Board;
6.2 The Committee’s duties and activities during the year shall be disclosed in the annual financial statements; and
6.3 The Chairman shall attend the AGM and shall answer questions, on the Nomination Committee’s activities and responsibilities.
(“NOMINATIONS COMMITTEE”)
OF THE BOARD OF DIRECTORS OF MINERVA PLC
1. AUTHORITY
1.1 The Nominations Committee (“the Committee”) is authorised to recommend to the Board new directors of the Company; and
1.2 If the Committee considers it necessary so to do, it is authorised to obtain external independent professional advice to assist it in the performance of its duties, to secure the services of outsiders with relevant experience and expertise and to invite such persons to attend at meetings of the Committee. The cost of obtaining such advice or services shall be borne by the Company.
2. COMPOSITION OF THE COMMITTEE
2.1 The Committee shall consist of the non-executive directors of Minerva plc and the Chief Executive Officer as an observer. Any member of the Committee may at any time convene a meeting of the Committee. The quorum for any meeting of the Committee shall be two; and
2.2 The Chairman of the Board will normally be the Chairman of the Nominations Committee accept in the situation when it is dealing with the succession to the Chairmanship of the Board.
3. MEETINGS
3.1 The Committee shall meet as necessary when board vacancies arise, and at such other times as convened by the Chairman to ensure the committee gives due consideration to its responsibilities set out below; and
3.2 Any director of the Company may attend at the invitation of the Chairman of the Committee. All attendees shall have the right to attend and speak, but only members of the Committee may vote at any meeting of the Committee.
4. DUTIES
The duties of the Committee shall be:-
4.1 To be responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise;
4.2 To evaluate the balance of skills, knowledge and experience on the board before making an appointment, and in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment;
4.3 To consider candidates from a wide range of backgrounds;
4.4 To give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the company and what skills and expertise are therefore needed on the Board in the future;
4.5 To regularly 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;
4.6 To make a statement in the annual report 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;
4.7 To make available its terms of reference explaining clearly its role and the authority delegated to it by the Board;
4.8 To make a statement in the annual report confirming that the appointment of executive directors are on terms/service contracts in accordance with the needs of the Company and in accordance with best practice; and
4.9 To ensure that on appointment of 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.
5. RECOMMENDATIONS TO THE BOARD
5.1 The Committee should report plans with regard to succession for both executive and non-executive directors;
5.2 The re-appointment of any non-executive director at the conclusion of their specified term of office;
5.3 The re-election by shareholders of any director under the retirement by rotation provisions in the Company’s articles of association;
5.4 Any matters relating to the continuation in office of any director at any time; and
5.5 The appointment of any director, the recommendation for which would be considered at a meeting of the Board.
6. REPORTING
6.1 The Secretary shall circulate the minutes of the committee to all members of the Board;
6.2 The Committee’s duties and activities during the year shall be disclosed in the annual financial statements; and
6.3 The Chairman shall attend the AGM and shall answer questions, on the Nomination Committee’s activities and responsibilities.
