Nominations Committee Terms of Reference

Membership

The Nominations Committee shall comprise at least three members to be appointed by the Board from time to time. All members of the Committee shall be non-executive directors. A quorum shall be two members.

Frequency of meetings

Meetings shall be held whenever the Chairman of the Committee deems it necessary but not less than once a year.

Chairmanship

The Chairman of the Committee will be appointed by the Board.

Duties

1. Leading the process for Board appointments (including Executives) and make recommendations to the Board.
2. Regularly reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations with regard to any changes.

Authority

The committee is authorised by the board to seek any information it requires from any employee of the company in order to perform its duties.

In connection with its duties the committee is required by the board to select, set terms of reference for and appoint consultants, at the company’s expense as the committee deems necessary in order to perform its duties.