Board Committees

Nomination and Governance Committee

The Nomination Committee is a Committee of the Board of Directors of First Derivatives plc (the Board), from which it derives its authority and to which it regularly reports.

Terms of Reference:

Introduction

The Nomination Committee (“the Committee”) ensures that there is an appropriate balance of skills, experience, diversity, independence and knowledge on the Board and its Committees, reviews the size and composition of the Board and makes recommendations to the Board. The Committee receives reports from and provides input on the Chief Executive’s plans for Executive succession and development. The Committee also considers and agrees (i) appointments to and removals from the Executive Committee and changes in other executive direct reports to the Chief Executive; and (ii) proposals to restructure the Executive Committee.

The Committee oversees and monitors First Derivatives plc governance framework and endorses governance policies and makes recommendations to the Board.

Terms of Reference

1. Membership and attendance
1.1. The Committee shall be composed of at least three members.
1.2. A majority of the members of the Committee shall be independent Non-Executive Directors other than the Company Secretary who attends all meetings.
1.3. The Board shall appoint the Committee members, the Committee Chairman and any deputy. In the absence of the Committee Chairman and/ or an appointed deputy, the remaining members present shall elect an independent Non-Executive Director to chair the meeting.
1.4. Only Committee members have the right to attend Committee meetings. However, other individuals such as non-member Non-Executive Directors and the Chief Executive may be invited to attend for all or any part of the meeting, as and when appropriate and necessary.
1.5. The Company Secretary or his nominee shall act as Secretary of the Committee.

2. Quorum and proceedings of meetings

2.1. The quorum for Committee meetings shall be two members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities and duties vested in or exercisable by the Committee.
2.2. The Committee meets at least twice a year, or more frequently if required and at other times when the Chairman of the Committee requires. Also, a Committee member or the Company Secretary may call additional meetings as necessary.
2.3. The Committee may delegate any of its powers to one or more of its members or the Company Secretary.

3. Minutes

3.1. The minutes of meetings of the Committee shall be circulated to all members of the Committee and to nominated recipients as soon as practicable after the meeting.

Principle Duties

4. Nominating and Succession

4.1. To review regularly the size and composition of the Board and its Committees in order to ensure an appropriate balance of skills, experience, diversity, independence and knowledge of the group, recommending any proposed changes to the Board. This will include keeping under review the policy on diversity on the Board, including gender, and any measurable objectives that it has set for implementing the policy.

4.2. To keep under review the need for appointments, prepare a description of the specific experience and abilities needed for each Board appointment with due regard for the benefits of diversity on the Board, taking care that appointees have enough time available to devote to the position, consider candidates for appointment as either executive or Non-Executive Directors and recommend appointments to the Board.

4.3. When considering the appointment of both executive and Non-Executive Directors to the Board, review such director’s positions and interest in other companies or firms, in order to identify any conflicts or potential conflicts of interest and make recommendations to the Board as to whether these positions and interests should be authorised.

4.4. Review each director’s conflicts authorisations annually to check it is appropriate for the relevant matters to remain authorised and make recommendations to the Board accordingly.

4.5. To recommend to the Board whether to reappoint Non-Executive Directors at the end of their respective terms of office and in relation to any term beyond six years undertaking a particularly rigorous review.

4.6. To review the time required from the Senior Independent Director and the Non-Executive Directors generally to discharge their duties and the amount of time required from each Non-Executive Director to discharge his or her duties in relation to Board and committee meetings and other commitments to the Company.

4.7. To determine the policy for, consider, and if thought fit agree the taking up of external directorships and other external interests by Executive Directors, members of the Executive Committee, and other senior direct reports to the Chief Executive1.

4.8. To consider and if thought fit agree external directorships and other interests of the Chairman1. The Chairman, acting jointly with the Company Secretary and also having consulted with the Chief Executive shall consider and may approve any other Board members taking on additional external appointments and assignments from time to time.

4.9. To advise the Board on succession planning for the roles of Chairman, Senior Independent Director, Chief Executive and for all other Board appointments, including the Company Secretary, taking into account the challenges and opportunities facing the Company and the skills and expertise needed on the Board from time to time.

4.10. To receive reports from the Chief Executive on succession and development plans for Executive Committee members and his other direct reports, receiving a report at least annually and providing input on those plans.

4.11.  To consider and if thought fit agree (i) appointments to and removals from the Executive Committee and of other executive direct reports to the Chief Executive; and (ii) proposals to restructure the Executive Committee.
Note: For matters to do with succession to the chairmanship of the Board, including appointment, the Committee will be chaired by the Senior Independent Director.

5. Reporting and Effectiveness

5.1 After each meeting, the Committee Chairman shall report formally to the Board on the Committee’s proceedings and how it has discharged its responsibilities.

5.2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

5.3 A report to the shareholders on the activities of the Committee in discharging its responsibilities shall be included, as a separate section, in the Annual Report.

5.4 The Committee Chairman shall attend the annual general meeting to answer shareholder questions on the Committee’s activities.

6. Other

The terms of reference and effectiveness of the Committee shall be kept under review and the necessary recommendations made to the Board for its approval.

1 The Company Secretary shall report any external appointments at the next meeting of the Board.