The newly published nomination committee terms of reference emphasize that the committee must consist of a majority of independent non-executive directors and must include at least one director of a different gender. The chair of the nomination committee is either the chair of the board or an independent non-executive director appointed by the board.

Meetings will be convened at least once a year, with a quorum of two members, one of whom must be independent. Resolutions require the approval of more than half of the members, while written resolutions signed by all members carry the same validity as resolutions passed at formal meetings.

Key responsibilities include reviewing the board’s structure, size, composition, and diversity annually, assisting in maintaining a board skills matrix, and offering recommendations on director appointments and re-appointments. The committee also assesses the independence of independent non-executive directors, supports regular board performance evaluations, and conducts annual assessments of each director’s time commitment and contributions. In addition, the committee reviews the board diversity policy and its implementation, as well as the nomination policy, to ensure relevant procedures are followed. Finally, the committee reports to the board after each meeting and is authorized to seek external professional advice at the company’s expense when necessary.