Membership
The Committee shall be appointed by the Hunting PLC Board (the “Board”) and comprise of at least three independent non-executive Directors together with the Chairman. A quorum shall be three members, two of whom must be independent non-executive Directors.
The Chairperson of the Committee shall be the Chairman of the Company except when the Committee is discussing the appointment of a successor to the chairmanship whereupon the Senior Independent Director would assume chairship of the Committee.
The Company Secretary shall be the Secretary of the Committee.
Attendance at Meetings
Other Board members may attend by invitation.
Only members of the Committee have the right to attend Committee meetings. However, other executives or external advisers may be invited to attend for all or part of any meeting, as and when appropriate.
Frequency of Meetings
The Committee shall meet when required.
Annual General Meeting
The Committee Chairperson shall attend the Annual General Meeting to answer any shareholder questions on the Committee’s activities.
Authority
The Committee is authorised by the Board to lead the process for Board appointments and make recommendations to the Board. This is to include determining the terms of service of new appointments.
The Committee has no executive powers of its own and reports directly to the Group Board.
Duties
The Committee shall:
- 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.
- give full consideration to succession planning for directors in the course of its work, taking into account the challenges and opportunities facing the company, and the skills and expertise needed on the board in the future.
- 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.
- be responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise.
- 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 Committee shall:
- use the service of external advisers to facilitate the search.
- consider candidates from a wide range of backgrounds.
- 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.
- for the appointment of a chairman, the Committee should prepare a job specification, including the time commitment expected. The proposed candidate should disclose all other significant commitments to the board before appointment and any changes to the chairman’s commitments should be reported to the board as they arise.
- prior to the appointment of a director, the proposed appointee should 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.
- 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, Committee service and involvement outside board meetings.
- review annually the time required from non-executive directors. Performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfil their duties.
- The Committee shall also make recommendations to the board concerning:
- Formulating plans for succession for both executive and non-executive directors and in particular for the key roles of chairman and chief executive.
- Suitable candidates for the role of senior independent director.
- Membership of the audit and remuneration Committees, and any other board Committees as appropriate, in consultation with the chairperson of those Committees.
- 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 knowledge, skills and experience required.
- The re-election by shareholders of directors under the annual re-election provisions of the Code or 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).
- 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.
Reporting responsibilities
The Committee Chairperson shall report to the board on its proceedings after each meeting on all matters within its duties and responsibilities.
The Committee shall produce a report to be included in the Company’s annual report about its activities. Where an external search agency has been used, it shall be identified in the annual report and a statement made as to whether it has any connection with the company.
The report referred to 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.
Other matters
The committee shall:
- have access to sufficient resources in order to carry out its duties, including access to the company secretariat for assistance and outside professional advice as required.
- 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.
- give due consideration to laws and regulations, the provisions of the Code and the requirements of the UK Listing Authority’s Listing, Prospectus and Disclosure and Transparency Rules and any other applicable Rules, as appropriate.
- arrange for periodic reviews of its own performance and review its constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval.
- give due consideration to the Companies Act 2006 in respect to the duties of Directors, to promote the success of the Company, with its decision making having due regard to its shareholders and stakeholders.
The Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.
Diversity Policies and Procedures
- Hunting is committed to promoting equal opportunities across all its operations, irrespective of colour, race, religion or belief, ethnic or national origins, gender, marital/civil partnership status, sexuality, disability or age.
- Hunting aims to create and sustain an inclusive work environment which provides equality of opportunity for everyone.
- All executive search agencies will be required to submit their gender diversity Code of Conduct to the Nomination Committee as part of the search process, to evaluate compliance.
- The Nomination Committee shall ensure that all short lists of candidates submitted by the appointed search agency will comprise of an appropriate proportion of female candidates.
- Subject to the size of the board and taking into account the timing of new director appointments and current director re-appointments, Hunting PLC would seek to adhere to the recommendations of the Davies Report by appointing one female Director as soon as is practicable.
- The Nomination Committee shall document these policies in the annual report.
- The Nomination Committee shall review the progress of these policies annually.
Approved by the Directors on 4 December 2018