7.1 The Committee shall:-
 
7.1.1 regularly review the structure, size, composition and balance of skills, knowledge and experience of the Board and make recommendations to the Board with regard to any changes;

7.1.2 prepare a description of the role and capabilities required for a particular appointment;

7.1.3 be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise;

7.1.4 review the independence of any present or proposed non-executive director and make recommendations to the Board;

7.1.5 satisfy itself with regard to succession planning, that the processes and plans are in place with regard to both Board and senior appointments;

7.1.6 assess and articulate the time needed to fulfil the role of Group Chairman, Senior Independent Director and non-executive director, and undertake an annual evaluation to ensure that the all members of the Board have devoted sufficient time to their duties;

7.1.7 ensure both prior to and on appointment that a candidate has sufficient time to undertake the role, ensuring that if the appointee is an executive of another company this will be his sole non-executive appointment;

7.1.8 ensure that the Company Secretary, on behalf of the Board, has issued a formal letter of appointment to any appointee detailing the role and expected time commitment and proposing an induction plan produced in conjunction with the Group Chairman; and

7.1.9 keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the Company to compete effectively in the marketplace.

7.2 make recommendations to the Board concerning:-

7.2.1 the re-appointment of any non-executive director at the conclusion of his or her specified term of office; especially when they have concluded their second term;

7.2.2 the re-election by shareholders of any director under the ‘retirement by rotation’ provisions in the company’s articles of association;

7.2.3 any matters relating to the continuation in office of any director at any time;

7.2.3.1 the appointment of any director to executive or other office ; and

7.2.3.2 the membership and chairmanship of the Board Committees.
 
7.2.4 Make a statement to be published in the company’s Annual Report relating to the activities of the Committee.

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