Nominations Committee Charter
1.0 Membership
1.1 The Nomination Committee is a committee of the Board established by the Board in accordance with rule 10.6 (a) of the Company’s Constitution.
1.2 Members of the Committee shall comprise of all non-executive members of the Board.
1.3 The Committee shall be chaired by the Chairman of the Board.
1.4 The Company Secretary shall be the secretary of the Committee.
2.0 Role and Objectives
The role of the Committee is to assist the Board in fulfilling its responsibility to shareholders to ensure:
2.1 that the Board comprises individuals best able to discharge the responsibilities of directors having regard to the law and the highest standards of governance.
The objectives of the Committee include:
2.2 Assessing the skills required by the Board;
2.3 From time to time assessing the extent to which the required skills are represented on the Board;
2.4 Establishing processes for the review of individual Directors and the Board as a whole;
2.5 Establishing processes for identification of suitable candidates for appointment to the Board as additional members or to succeed existing members;
2.6 Making recommendations to the Board of Directors appointments or Board Committee structure.
3.0 Responsibilities
3.1 The Committee assesses the skills required to discharge competently the Board’s duties having regard to the Company’s performance, financial position and strategic direction.
3.2 As and when it considers it appropriate, and when a non-executive director retires, the Committee assesses the skills represented on the Board by the non-executive directors and determines whether those skills meet the skills identified as required.
3.3 Having regard to the skills required and the skills already represented on the Board, the Committee will at opportunity implement a process to identify suitable candidates for appointment as a non-executive director.
3.4 The process for identifying suitable candidates may include a search undertaken by an appropriately qualified independent third party acting on a brief prepared by the Committee which identifies the skills sought.
3.5 The Committee makes recommendations to the Board on candidates it considers appropriate for appointment as non-executive directors.
3.6 In addition the Nominations Committee reviews with each individual director prior to re-election by shareholders, his/her performance and contribution in a separate discussion.
4.0 Access
4.1 The Committee may invite the Managing Director, management or independent third party to attend all or part of a meeting of the Committee.
4.2 With the consent of the Chairman of the Company, the Committee may consult independent experts and institute special investigations if it considers it necessary in order to fulfil its responsibilities
5.0 Meetings
5.1 The Committee meets as often as required but at least once a year.
5.2 Any Committee member may call a meeting of the Committee.
5.3 A quorum shall be two Committee members.
5.4 The Chairman of the Committee, or delegate, shall report to the Board following each meeting.
6.0 Review
6.1 The Board will, at least once per year, review the membership and charter of the Committee to determine its adequacy for current circumstances.
6.2 Where necessary the Board may by resolution, alter the responsibilities, functions or membership of the Committee.
6.3 The Committee may also recommend to the Board the formal adoption of the revised charter for future operations of the Committee.
Last reviewed: 21 July 2009.