Nomination Committee Terms of Reference

1. Objectives

To assist the Board in establishing the appropriate structure, size and composition of the Board and in identifying candidates for election and appointment to the Board.

2. Membership

The Committee shall be composed of such directors as may be designated by the Board from time to time.

3. Secretary

The Committee shall appoint a secretary who shall attend all meetings and prepare minutes.

4. Committee Responsibilities

  1. To identify and nominate for the approval of the Board candidates for new Board positions or to fill Board vacancies from time to time;
  2. To consider, and make recommendations to the Board concerning, succession plans for directors and re-election of directors upon retirement by rotation or upon conclusion of their terms;
  3. To review for suitability the structure, size and composition of the Board;
  4. To evaluate annually the performance of directors; and
  5. To provide a statement about its activities for the annual report.

5. Delegation of Board Authority

  1. The Committee shall have the authority reasonably necessary to discharge the Committee Responsibilities.
  2. The Committee shall have authority to engage professional advisers at the Company’s expense and to seek such advice or information as it deems reasonable to enable it to discharge the Committee Responsibilities.
  3. The Committee shall have authority to seek from any group company employee any information it reasonably requires to discharge the Committee Responsibilities.

ADOPTED ON: 30 March 2004

Top of page