Nomination Committee

Terms of reference

1. Meetings

1.1 Members of the committee shall be appointed by the Board and shall be made up of at least two Non-Executive Directors who are considered by the board to be independent

1.2 Only members of the committee have the right to attend meetings. However, other individuals such as the Group Chief Executive, the Group HR Director and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.

1.3 The Board shall appoint the Committee Chairman who should be an independent Non-Executive Director.

2. Secretary

2.1 The Group Company Secretary shall be the secretary of the committee and shall keep an appropriate record of its proceedings.

3. Frequency of meetings

3.1 Meetings shall be held not less than twice a year and at such other times as the Chairman of the committee shall require.

4. Notice of meetings

4.1 Meetings of the committee shall be summoned by the secretary of the committee at the request of the Chairman of the Committee.

5. Minutes of meetings

5.1 The secretary shall make available the minutes of meetings of the committee, once agreed, to all members of the Board, unless a conflict of interest exists.

6. Annual General Meeting

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

7. Duties

7.1 The Committee shall:-

7.1.1 regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make recommendations from time to time to the Board on the board's composition and balance;

7.1.2 give full consideration to succession planning for Directors and other senior executives 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;

7.1.3. make recommendations to the Board on all new appointments to the Board;

7.1.4 before any 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 consider:

7.1.4.1 using the services of external advisers to facilitate the search for candidates from a wide range of backgrounds; and on merit and against objective criteria, taking care that appointees have enough time available to devote to the position;

7.1.5 as part of the process for nominating candidates for appointment, obtain details of and review any interests the candidate may have which conflict or may conflict with the interests of the Company. The Committee shall consider whether, despite any such conflict, there are nevertheless grounds for recommending the candidate for appointment and for the Board to authorise the relevant conflict. The Committee shall as part of any proposal to the Board for appointment of the relevant candidate explain these grounds and make recommendations as to the terms and conditions on which any authorisation of the conflict should be given by the Board;

7.1.6 the Committee shall also review the Directors' existing conflicts of interests every six months, or more frequently if the potential conflict situation becomes real, and should report to the Board and make recommendations as to whether the conflict should be authorised;

7.1.7 keep under 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;

7.1.8 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;

7.1.9 The Committee shall also make recommendations to the Board concerning:

7.1.9.1 the formulation of plans for succession for both executive and non-executive Directors and in particular for the key roles of Chairman, Chief Executive Officer and Chief Financial Officer;

7.1.9.2 suitable candidates for the role of Senior Independent Director;

7.1.9.3 membership of the Audit Committee, Remuneration CommitteeNomination Committee and the Risk and Safety Committee, in consultation with the chairmen of those Committees;

7.1.9.4 the re-appointment of any non-executive director at the conclusion of their specified term of office or in accordance with an orderly and planned re-election process 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;

7.1.9.5 any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an executive Director as an employee of the Company subject to the provisions of the law and their service contract.

8. Reporting responsibilities

8.1 The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities;

8.2 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed;

8.3 The Committee shall make a statement in the annual report about its activities, the process used to make appointments and explain if external advice has not been used;

9. Other

9.1 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 considers necessary to the Board for approval.

10. Authority

10.1 The Committee is authorised to seek any information it requires from any employee of the company in order to perform its duties. The Committee is authorised to obtain, at the Company's expense, outside independent legal or professional advice relevant to its duties.

11.Membership

M.Phillips (Chairman), M.Sunmonu, N.Butler, O.Fanning

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