The full Board performs the function of a Nomination Committee.
From time to time, non Board members may be invited to attend Board meetings when nomination matters are being discussed, if it is considered appropriate.
The Board's function as a Nomination Committee is to examine the selection and appointment practices of the Company, address Board succession issues and ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge it duties and responsibilities effectively.
The full Board shall meet in its capacity as a Nomination Committee at least once a year and otherwise as required. Minutes of such meetings must be kept, and the meetings are to be governed by the same rules as set out in the Company’s Constitution, as they apply to meetings of the Board.
- Size and Composition of the Board
- To ensure that the Board has the appropriate blend of directors with the necessary expertise and relevant industry experience, the Committee shall:
- regularly review the size and composition of the Board and consider any appropriate changes;
- identify and assess necessary and desirable director skills and competencies using a Board skills matrix (a template matrix is included in this Manual) and provide advice on the skills and competency levels of directors with a view to enhancing the Board, including considering what training or development could be undertaken to fill any gaps identified;
- make recommendations on the appointment and removal of directors;
- make recommendations on whether any directors whose term of office is due to expire should be nominated for re-election;
- regularly review the time required from non-executive directors and whether non-executive directors are meeting that requirement.
- develop and approve the board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership for inclusion in the Company’s corporate governance statement;
- review the Company's Diversity Policy at least annually and make decisions as to any strategies required to address Board diversity; and
- regularly review and consider and note at least annually on the relative proportion of women and men at all levels of the economic group controlled by the Company.
- Selection Process of new Directors
- The Board shall review the Company's Policy and Procedure for Selection and (Re)Appointment of Directors, and carry out its role in the process as outlined in that policy. The procedure should be transparent to promote investor understanding and confidence in the process.
- The Board is responsible for evaluating the balance of skills, knowledge, experience, independence and diversity on the Board and, in the light of this evaluation, preparing a description of the role and capabilities required for a particular appointment.
- The Board is empowered to engage external consultants in its search for a new director, particularly as a means to increase the presentation of candidates which meet the requirements and objectives set pursuant to the Company's Diversity Policy.
- Performance evaluation
The Board shall:
- develop a process for evaluation of the performance of the Board, Board committees (if any) and individual Board members in accordance with the Company's Process for Performance Evaluations;
- consider and articulate the time required by Board members in discharging their duties efficiently;
- undertake continual assessment of directors as to whether they have devoted sufficient time in fulfilling their duties as directors; and
- develop a process for and carry out an evaluation of the performance of the Chief Executive Officer in accordance with the Company's Process for Performance Evaluations.
- Induction and continuing professional development
The Board shall:
- implement ways of enhancing the competency levels of directors;
- review and implement the Company's Induction Program;
- ensure new directors participate in the Induction Program;
- ensure that any director who does not have specialist accounting skills or knowledge has a sufficient understanding of accounting matters to fulfil his or her responsibilities in relation to the Company’s financial statements;
- provide all directors with access to ongoing education relevant to their position in the Company, including education concerning key developments in the Company and in the industry and environment within which it operates; and
- ensure that directors receive ongoing education on developments in accounting standards.
- Succession Plans
The Board shall review the Company's succession plans. Succession plans are used to assist in maintaining the appropriate mix of skills, knowledge, experience, independence and diversity on the Board to enable it to discharge its duties and responsibilities effectively.
- Size and Composition of the Board
- Authority and Resources
The Board may, when it considers it necessary or appropriate, seek advice from external consultants or specialists.
- Review of Charter
The Board will review this Nomination Committee Charter at least annually, and update it as required.