Nomination Committee Charter
Scope
To define the charter by which the full Board will undertake the functions performed by a Nomination Committee of the company.
Performance Criteria
Composition
- all members of the Board
Procedures of Committee
- Quorum – at least two non-executive directors
- Voting – decisions will be based on a majority of votes with the chairman having a casting vote
Principal Functions
To make recommendations to the Board on the following matters –
- the appropriate size, composition and terms and conditions of appointment to and retirement from the board. For the level of remuneration for non-executive directors, the committee will have regard to practices of other public companies [external professional advice, if considered necessary], and the aggregate amount of fees approved by shareholders;
- the appropriate criteria for Board membership;
- reviewing the membership of the Board and, when necessary, proposing candidates for consideration by the Board;
- arranging a review of the Board’s own performance.