Membership and process

The Committee comprises:

Charles Berry (as Chairman), Tim Barker, Jamie Dundas and Mike Grasby. The Company Secretary acts as Secretary to the Committee.

The Chairman of the Committee reports the Committee’s deliberations to the following Board meeting and, subject to redaction in the event that they include personal information, the minutes of each meeting of the Committee are circulated to all members of the Board.

Role

The principal duties of the Committee are to:

• keep under review the structure, size and composition of the Board (including the skills, knowledge and experience required by it);
• consider succession planning for the directors and other senior managers;
• identify and nominate candidates to fill vacancies among the directors;
• review the time required from non-executive directors; and
• review those directors retiring by rotation in accordance with the Company’s Articles of Association and makes recommendations to the Board regarding their re-election.