Speirs Group Limited

Terms of Reference Board Nomination Committee

Introduction and Purpose

The Nomination Committee Terms of Reference covers Speirs Group Limited and all entities that are subsidiaries or associates of Speirs Group Limited, or in which Speirs Group Limited owns a significant interest.

Constitution

The Nomination Committee (“Committee”) is a committee of the Board of Directors (“Board”) of the Company.

Objectives –

The Committee will assist the Board in planning the Board’s composition, evaluating the competencies required of prospective directors, identifying those prospective directors, establishing their degree of independence, and developing succession plans for the Board.

Membership –

All committee members must be Directors of the Company. The Committee will be chaired by one of those members and will be appointed by the Board.
The minimum number of Committee members is two. A quorum will be any two members of the Committee.

Responsibilities –

  • Identify and nominate, for Board approval, candidates to fill board vacancies as and when they arise;
  • Recommend (or otherwise) to the Board the re-appointment (by the Shareholders in General Meeting) of any director at the conclusion of their specified term of office;
  • Before making such recommendations, consider the balance of skills, knowledge and experience on the Board and, in the light of that evaluation, determine the role and capabilities required for the appointments;
  • Formulate succession plans for directors, taking into account the challenges and opportunities facing the Company;
  • Regularly review the structure, size and composition of the Board and make recommendations to the Board regarding any changes;
  • Regularly monitor the on-going performance and the educational/development needs of individual Directors, and make recommendations to the Board accordingly.

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