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Terms of Reference
The duties of the Nominating Committee shall include the following:
  1. To determine and review the criteria for Board membership, including qualities, experience, skills, education, time commitment and other factors that will best qualify a nominee to serve on the Board;
  2. To review annually and recommend to the Board with regards to the structure, size, balance and composition of the Board and Committees including the required mix of skills and experience, core competencies which non-executive directors should bring to the Board and other qualities to function effectively and efficiently;
  3. To consider, evaluate and propose to the Board any new board appointments, whether of executive or non-executive position. In making a recommendation to the Board on the candidate for directorship, the Committee shall have regard to:
    • Size, balance, composition, mix of skills, experience, core competencies and other qualities of the existing Board, level of commitment, resources and time that the recommended candidate can contribute to the existing Board and Group; and
    • Non-executive directors should be persons of calibre, credibility and have the necessary skill and experience to bring an independent and objective judgement to bear on issues considered by the Board and that independent non-executive directors should make up at least one-third of the membership of the Board;
  4. To propose to the Board the responsibilities of non-executive directors, including membership and Chairpersonship of Board Committees;
  5. To evaluate and recommend the appointment of senior executive positions, including that of the Chief Executive and their duties and the continuation (or not) of their service.
  6. To establish and implement the criteria and processes for assessing the effectiveness of the Board as a whole, the Committees of the Board and for assessing the contribution and performance of each director and independence of each independent director;
  7. To evaluate on an annual basis:
    • The independence of each independent director;
    • The effectiveness of each director’s ability to contribute to the effectiveness of the Board and the relevant Board Committees and to provide the necessary feedback to directors in respect of their performance;
    • The effectiveness of the Committees of the Board; and
    • The effectiveness of the Board as a whole;
  8. To recommend to the Board:
    • Whether directors who are retiring by rotation should be put forward for re-election; and
    • Termination of membership of individual directors in accordance with policy, for cause or other appropriate reasons;
  9. To establish appropriate plans for succession at Board level as well as senior executives and management level;
  10. To provide the directors access to adequate training for continuous education including orientating new directors with respect to the business, structure and management of the Group as well as the expectations of the Board with regards to their contribution to the Board and Group; and
  11. To consider other matters as referred to the Committee by the Board.