Nominations Committee – Terms of Reference

1.0

Membership

• The Nominations Committee will comprise all the Non-Executive Directors.  The Chairman of the Board will chair the Nominations Committee.
• A Quorum will be three Non-Executive Directors.
• The Chief Executive will normally attend the meeting.
• The Director of HR will be Secretary to the Nominations Committee.

2.0

Remit

The Nominations Committee works with the UKGI team for appointments of permanent or interim positions of:

• Chairman;
• Chief Executive;
• Non-Executive Directors.
• The Nominations Committee has responsibility for the appointment of remaining Executive Directors.

3.0

Appointments Process

The recruitment of the various roles will be conducted in the following manner:

• Chairman:  the Chairman will be appointed by the Minister on advice from HM Treasury and UKGI.  The appointment panel will be comprised of HM Treasury and UKGI, and the process will be run in consultation with the Chief Executive and the Nominations Committee.
• Chief Executive:  the Chief Executive’s appointment will be approved by the Minister.  The appointment panel will be comprised of the Chairman, HM Treasury and UKGI, and the process will be run in consultation with the Nominations Committee.
• Other Board members:  the appointment process will be run by the Nominations Committee in consultation with UKGI, and appointments will be made with the consent of UKGI.
• UKGI Representative: HM Treasury will appoint the UKGI Representative as a Non-Executive Director of the Company.  The Shareholder Executive Director UKGI Representative may be a member of the Board committees.
• Non Board Executive Directors:  the appointment process will be run by the Chief Executive and be overseen by the Nominations Committee.  The final selection panel will be made up of the 2 most appropriate Non-Executive Directors and UKGI as appropriate.

4.0

Functions

Accordingly, the functions of the Nominations Committee will be to:

• carry out the roles in respect of recruitment of the board members and Executive team, as outlined in the process above;
• determine the remuneration package to be offered in line with the Remuneration Committee recommendations and the governance remuneration document;
• ensure all recruitment follows the appropriate best practice;
• carry out an annual review of Executive Succession Planning and Capability