The Nominations Committee (the Committee) is a committee of the Board of Directors of Renold Plc (the Board), from which it derives its authority and to which it regularly reports.
1. Membership
1.1 Members of the Nomination Committee will be appointed by the Board and will be made up of a Chair and at least two other members, the majority of whom should be independent Non-Executive Directors.
1.2 Only members of the Nomination Committee have the right to attend Nomination Committee meetings. However, other individuals such as the 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 and necessary.
1.3 The Board will appoint the Nomination Committee Chair who should be either the Chair of the Board or an independent Non-Executive Director. In the absence of the Nomination Committee Chair and/or an appointed deputy, the remaining members present will elect one of their number to chair the meeting from those who would qualify under these Terms of Reference to be appointed to that position by the Board. The Chair of the Board will not chair the Nomination Committee when it is dealing with the matter of succession to the Chair of the Board.
1.4 Appointments to the Nomination Committee will be for a 12 month rolling period subject to re-election of the member at each Annual General Meeting and provided that the member still meets the criteria for membership of the Nomination Committee and that the majority of the Nomination Committee members remain independent.
2. Company Secretary
2.1 The Company Secretary or his/her nominee will act as the secretary of the Nomination Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration be given to the issues.
3. Quorum
3.1 The quorum necessary for the transaction of business will be two members, both of whom must be independent Non-Executive Directors.
4. Frequency of meetings
4.1 The Chair of the Nomination Committee will call a meeting of the Committee wherever appropriate.
5. Notice of meetings
5.1 Meetings of the Nomination Committee will be called by the Company Secretary at the request of the Chair of the Nomination 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, will be forwarded to each member of the Nomination Committee, and any other person required to attend and all other Non-Executive Directors, in good time, in advance of the date of the meeting. Supporting papers will be sent to Nomination Committee members and to other attendees as appropriate, at the same time.
6. Minutes of Meetings
6.1 The Company Secretary will minute the proceedings and resolutions of all Nomination Committee meetings, including the names of those present and in attendance.
6.2 Draft minutes of Nomination Committee meetings will be circulated promptly to all members of the Nomination Committee and the Chair of the Board and, once agreed, to all other members of the Board, unless in the opinion of the Chair of the Nomination Committee it would be inappropriate to do so.
7. Annual General Meeting
7.1 The Chair of the Nomination Committee will attend the Annual General Meeting and be prepared to respond to any shareholder questions on the Nomination Committee's activities. In addition the Committee Chair will be available to engage with shareholders on significant matters related to the Committee’s areas of responsibility.
8. Duties
a) regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes;
b) Ensure plans are in place for orderly succession to board positions, and oversee the development of a diverse pipeline for succession, taking into account the challenges and opportunities facing the company, and the skills and expertise needed on the Board in the future.
c) be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;
d) before any appointment is made by the Board, evaluate the balance of skills, knowledge, experience and diversity 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 Nomination Committee will:
(i) use open advertising or the services of external advisers to facilitate the search;
(ii) consider candidates from a wide range of backgrounds; and
(iii) consider candidates on merit and against objective criteria and with due regard for the benefits of diversity on the Board, including gender, taking care that appointees have enough time available to devote to the position;
e) 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;
f) keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates;
g) prior to the appointment of a Director, other significant time commitments should be disclosed the proposed appointee will be required to disclose any other business interests that may result in a conflict of interest and be required to report any future business interests that could result in a conflict of interest;
h) in relation to Non-Executive Directors:
i) assess whether the Non-Executive Directors are spending enough time to fulfil their duties;
ii) 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, Nomination Committee service and involvement outside Board meetings; and
iii) ensure that Non-Executive Directors are required to seek prior approval before additional future commitments are undertaken.
j) review the results of the Board performance evaluation process that relate to the composition of the Board;
k) work and liaise as necessary with all other Board Committees,ensuring the interaction between Committees and with the Board is reviewed regularly.
a) succession plans for both Executive and Non-Executive Directors and, in particular, for the key roles of Chair and Chief Executive;
b) suitable candidates for the role of Senior Independent Director;
c) membership of the Audit and Remuneration Committees and any other Board Committees, as appropriate, in consultation with the Chair of those Committees;
d) 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;
e) the re-election by shareholders of any Director under the retirement by rotation provisions in the Company's articles of association, 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 and the need for progressive refreshing of the Board (particularly in relation to Directors being re-elected for a term beyond six years);
f) 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; and
g) the appointment of any Director to Executive or other office;
9. Reporting Responsibilities
9.1 The Nomination Committee Chair shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
9.2 The Nomination Committee will make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed and adequate time should be made available for board discussion when necessary.
9.3 The Nomination Committee will produce a report to be included 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 in respect of the appointment of a Non-Executive Director. Where an external search agency has been used, it will be identified in the annual report and a statement made as to whether it has any connection with the Company.
9.4 The report referred to in 9.3 above should include a statement of the Board's policy on diversity, including gender, any measurable objectives that it has set for implementing the policy, and progress on achieving the objectives.
10. Other Matters
a) have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for assistance as required;
b) be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members;
c) give due consideration to laws, regulations published guidance and relevant governance(including but not limited to the Quoted Companies Alliance Code of Governance) , as appropriate; and
d) at least once a year, review its own performance and Terms of Reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
e) make available a copy of these Terms of Reference and any changes to the same, on the Company’s website.
11. Authority
11.1 The Nomination Committee is authorised to obtain, at the Company's expense, outside legal or other professional advice on any matters within its Terms of Reference.
In these Terms of Reference:
Group will mean the Company and its subsidiaries and subsidiary undertakings from time to time.
Approved and adopted by the Board on 10 March 2022
