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TERMS OF REFERENCE OF THE NOMINATION COMMITTEE
Reference to "the Board" shall mean the Board of Directors of the Company.
Reference to "the Company" shall mean Aga Rangemaster Group plc.
1. Constitution
It is resolved that a committee of the Board be established, to be known as the Nomination Committee (the "Committee").
2. Membership
(a) The Committee shall be appointed by the Board and shall comprise of a chairman and at least 2 other members.
(b) A majority of members of the Committee shall be independent non-executive directors. It may include the Chairman of the Board and it may be chaired by the Chairman of the Board (other than when the Committee is considering the appointment of a successor to the Chairman of the Board) or an independent non-executive director.
(c) In the absence of the Committee chairman and/or appointed deputy, the remaining members present shall elect one of themselves to chair the meeting and approve the minutes of meeting.
(d) Care should be taken to minimise the risk of conflict of any interest that might be seen to give rise to an unacceptable influence.
3. Secretary & Minutes of Meeting
(a) The Company secretary or their nominee shall act as secretary to the Committee.
(b) The secretary shall keep an appropriate record of the attendees of the Committee its proceedings and resolutions.
(c) Minutes shall be circulated promptly to all members of the Committee and to the Chairman of the Board and made available on request to other members of the Board.
4. Quorum
The quorum for meetings shall be two members and independent non-executive directors should hold the majority. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
5. Attendance at meetings
The Committee shall have the discretion to decide who, other than its members, shall attend its meetings.
6. Frequency of meetings
The Committee shall meet not less than once a year and at such other times as the chairman of the Committee shall require.
7. Notice of meetings
(a) Meetings of the Committee shall be summoned by the secretary of the Committee at the request of the chairman of the Committee.
(b) Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee no fewer than 3 working days prior to the meeting.
8. Authority
The Committee is authorised to: -
(a) investigate any activity within its terms of reference;
(b) seek any information it requires from any employee of the Company in order to perform its duties and all employees are directed to co-operate with any request made by the Committee;
(c) obtain outside legal or other independent professional advice, at the Company`s expense, and to ensure attendance of other advisers with relevant experience and expertise if it considers this necessary.
9. Duties
The Committee shall:
(a) regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any changes;
(b) before making an appointment, the Committee should evaluate the balance of skills, knowledge and experience on the Board and, in light of this evaluation, prepare a description of the role and capabilities required for a particular appointment;
(c) be responsible for identifying and nominating for the approval of the Board, candidates to fill vacancies as and when they arise;
(d) consider candidates from a wide variety of backgrounds;
(e) satisfy itself with regard to succession planning, that processes and plans are in place with regard to Board and senior appointments, taking into account the challenges and opportunities facing the Company and the skills and expertise that will be needed on the Board in the future and make appropriate recommendations to the Board;
(f) review annually the time needed tofulfil the role of Chairman, senior independent director and non-executive director. Undertake an annual performance evaluation to assess whether all members of the Board have devoted sufficient time to fulfil their duties;
(g) ensure on appointment that a candidate has sufficient time to undertake the role and review his commitments;
(h) ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment detailing the role, time commitments, anticipated involvement outside Board meetings and outlining an induction plan;
(i) ensure the Committee`s terms of reference are made publicly available;
The Committee shall make recommendations to the Board:-
(a) concerning any matters relating to the continuation in office of any director at any time;
(b) concerning the reappointment of any non-executive director at the conclusion of a specific term; for the continuation (or not) in service of any director who has reached the age of 70 and concerning the re-election by shareholders of any director under the requirement by rotation provisions in the Company`s articles of association;
(c) concerning the appointment of any director to executive or other office, other than to the positions of the Chairman and Chief Executive the recommendation for which would be considered at a meeting of: -
all the non-executive directors regarding the position of the Chief Executive
all the directors regarding the position of the Chairman.
(d) detailing items that should be published in the Company`s Annual Report relating to the activities of the Committee; the process used for appointments and an explanation where external advice or open advertising has not been used; to report the frequency of, and attendance by members at the Committee meetings;
(e) with regard to the membership and chairmanship of the Audit & Risk Committee.
10. Reporting procedures
(a) The chairman shall attend the Annual General Meeting prepared to respond to any shareholder questions through the Chairman of the Board on the Committee`s activities and responsibilities.
(b) The Committee members shall review these terms of reference annually and update as necessary.
Issue No. 3 - Approved by the Board.
Last Reviewed : 6th December 2007.
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