Nomination Committee
1. Duties
1.1. The Committee shall:
1.1.1. regularly review the structure, size and composition (including the skills, knowledge and experience) required of the board, as set out in the Board Composition and Succession Plan, compared to its current position and make recommendations to the board with regard to any changes;
1.1.2. give full consideration to succession planning for members of the board and divisional directors in the course of its work, taking into account the challenges and opportunities facing the Society, and what skills and expertise are therefore needed on the Board in the future;
1.1.3. be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise;
1.1.4. before appointment is made by the Board, 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. In identifying suitable candidates the Committee shall:
1.1.4.1. use open advertising or the services of external advisers to facilitate the search;
1.1.4.2. consider candidates from a wide range of backgrounds, and
1.1.4.3. consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position;
1.1.5. keep under review the leadership needs of the Society, both executive and non-executive, with a view to ensuring the continued ability of the Society to compete effectively in the market place;
1.1.6 review annually whether each non-executive director has been able to devote enough time to adequately fulfil their duties; and
1.1.7 ensure that on appointment to 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.
1.2. The Committee shall also make recommendations to the Board concerning:
1.2.1. formulating plans for succession for both executive and non-executive directors and in particular for the key roles of Chairman and Chief Executive (but see 1.2.7 below);
1.2.2. suitable candidates for the role of senior independent director;
1.2.3. membership of the Audit and Remuneration Committees, in consultation with the chairmen of those committees;
1.2.4. the re-appointment of any non-executive director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required;
1.2.5. the re-election by members of any director under the 'retirement by rotation' provisions in the Society's rules having due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required;
1.2.6. any matters relating to the continuation in office of any director at any time including the suspension or termination of service of any executive director as an employee of the Society subject to the provisions of the law and their service contract; and
1.2.7. the appointment of any director to executive or other office other than to the positions of Chairman and Chief Executive, the recommendation for which would be considered at a meeting of the full board.
2. Reporting Responsibilities
2.1. The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
2.2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
2.3. The Committee shall make a statement in the annual report about its activities, the process used to make appointments and explain if external advice or open advertising has not been used.
3. Other
3.1. The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considered necessary to the Board for approval.
4. Authority
4.1. The Committee is authorised to seek any information it requires from any employee of the Society in order to perform its duties.
4.2. The Committee is authorised to obtain, at the Society's expense, outside legal or other professional advice on any matters within its terms of reference.