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Nominations Committee

Members

Colin Maitland (Chairman)
Bruce Page (Chief Executive)
Graham Cole (Non Executive Director)

Terms of reference

The following are the terms of reference of the Nomination Committee ('the Nomination Committee') of Ashton Penney.

  • 1. Membership

    • 1.1. Members of the Committee shall be appointed by the Board and shall be made up of two members, both of whom should be independent non-executive directors.
    • 1.2. Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chief Executive, and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.
    • 1.3. Appointments to the Committee shall be for a period of up to three years, which may be extended for two further three-year periods provided that both of the Committee members remain independent.
    • 1.4. The Board shall appoint the Committee Chairman who may be the Chairman of the Board or another, independent, non-executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting. The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the chairmanship.
  • 2. Secretary

    • 2.1. The Company Secretary or their nominee shall act as the Secretary of the Committee.
  • 3. Quorum

    • 3.1. The quorum necessary for the transaction of business shall be two, both of whom must be independent non-executive directors. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
  • 4. Frequency of Meetings

    • 4.1. The Committee shall meet at least twice a year and at such other times as the Chairman of the Committee shall require.
  • 5. Notice of Meetings

    • 5.1. Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of the Chairman of the Committee.
    • 5.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, any other person required to attend and all other non-executive directors, no later than three working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.
  • 6. Minutes of Meetings

    • 6.1. The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
    • 6.2. Minutes of Committee meetings shall be circulated promptly to all members of the Committee and the Chairman of the Board and, once agreed, to all other members of the Board, unless a conflict of interest exists.
  • 7. Annual General Meeting

    • 7.1. The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.
  • 8. Duties

    • 8.1. The Committee shall:

      • 8.1.1. 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 to the Board with regard to any changes;
      • 8.1.2. 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 the skills and expertise that therefore will be needed on the Board in the future;
      • 8.1.3. be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise;