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POST OFFICE LIMITED
(“the Company”)
Terms of Reference of the Nominations Committee
The Nominations Ceommittee (the “Committee”) is a Sub-Committee of the Pest Office
LmitedCompany Board (“the Board”) from which it derives its authority and to which
it reports after each meeting. Its authority is always subject to the powers and duties
of the Board, as set out in the Articles of Association.
A. PURPOSE —_ IRW1}: Add governance
responsibilities - and specify below
1. The purpose of the Committee is to:
(i) Recommend to the Board the appointment, re-appointment or
removal of individuals to the Board of Pest-Office—timited—the
Company}.
if Recommend to the Board the appointment, re-appointment or
removal of individuals to the Board sub-committees.
hi re i
if
Company Secretary.
(iv) Approve the nomination for_appointment_and_reappointment_of
individuals employed by the Company to the First Rate Exchange
Services Holdings Limited ("FRESH") Board, and approve the
proposal for removal of individuals employed by the Company from
the FRESH Board.
Ww) R id-to-the-Board Approve the appointment, re-appointment
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(vi) Recommend_to-the Board Approve the appointment of individuals to —(_Uisa/Maxine ~ legal advice?
the Pest-OffieeCompany sSubsidiary bBoards*.
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to remove individuals of the Post Office Subsidiary Boards
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Terms of Reference of the Nominations Committee
4.2. __It is acknowledged that the actions of the Committee under which any
proposal for the appointment or removal of a director of Company requires the
consent of the Shareholder2.
B. DUTIES AND RESPONSIBILITIES WITH REGARDS TO THE COMPANY
The main duties and responsibilities of the Committee with regards to the
Company are:
3. Review the structure, size and composition of the Bboard (taking account of
the skills, experience, knowledge and diversity of its members), to ensure that
the key roles of Board Chairman, Group Chief Executive, Group Chief Financial
Officer and Senior Independent Director are filled and to recommend changes
to the Board’s composition as thought necessary.
4. Monitor the independence, and process for evaluation of, Board sub-
committees and the skills and experience available within the Board, in order
to recommend new appointments to committees, or the replacement of
individuals on those committees, as required from time to time.
5. Review the results of the performance appraisal of executive directors and
the results of any committee evaluation process which may relate to the time
required from non-executive directors and whether non-executive directors
are spending enough time to fulfil their duties, the composition of the Board,
any of its sub-committees or the Group Executive.
6. CensiderReview the re-appointment of any non-executive director at the
conclusion of their specified term of office having given due regard to their
performance and ability to continue to contribute to the Board in the light of
knowledge, skills and experience required.
7. tead—Approve the process for identifying and nominating candidates for
appointment to the Board, including the formulation and approval of appropriate
role descriptions and specifications and considering candidates from a wide range
of backgrounds, on merit and against a range of objective criteria and with due
regard for the benefits of diversity on the Board, including gender, and which seek
to attract a wide range of talent and promote diversity within the organisation.
Such deliberations should also assess whether appointees have enough time
available to devote to the position.
8. Ensure that on appointment to the Board, non-executive directors receive a formal
letter of appointment setting out clearly what is expected of them in terms of time
commitment, committee service and involvement outside Board meetings.
2 The Department for Business, Energy and Industrial Strategy
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Terms of Reference of the Nominations Committee
9. Consider Review for each proposed appointment the respective merits of open
advertising and the use of specialist advisers to facilitate the search for
appropriately qualified candidates.
10, Review the processes for the engagement of external search agents for senior
appointments.
11. Gensider—Review recommendations made by the Group Chief Executive on
appointments to Group Executive positions which report directly to the Group Chief
Executive and the Company Secretary to ensure that a fair, open and transparent
process is followed in identifying and interviewing candidates for Group Executive
positions.
12. Ensure that the business puts in place plans for development of potential and
succession plans for key roles on the Board and on the Group Executive, taking
into account the challenges and opportunities facing the Company and the skills
and expertise needed for leadership of the Post Office in the future.
13. Review, on behalf of the Board, the progress of building talent and diversity within
the Post Office and to report to the Board progress against the targets set for
performance measurement in this area.
14. Ensure that any proposed appointee to the Board discloses other business
interests and any potential conflict of interest, in line with the recommendations of
the UK Corporate Governance Code (the Code) and the precepts set by the Nolan
Committee on Standards in Public Life.
15. Werle Engage with the Remuneration Committee in respect of new hires, to ensure
that the proposed package for new senior appointments reflects the responsibilities
of the role and is designed to attract talent but is not excessive.
16. Ensure that consent is sought from the ShareholderFhe -Seeretary-of State for
Business;Innevation_and-Sidlis for the appointment to the Board of any new
director on terms agreed between the Nominations Committee and the
Remuneration Committee.
17. Respond to any queries from the Shareholder on the processes for selection of
candidates or the contractual terms proposed for any senior appointment.
18. Gensider-Review on behalf of the Board any matters relating to the continuation
in office of any director or direct report of the Group Chief Executive and the Group
Company Secretary, including the suspension or termination of any contract of
employment or contract for services, subject to the provisions of the law.
19. Approve the nomination for appointment and re-appointment of individuals by
employed by the Company to the FRESH Board, and approve the proposed
removal of individuals employed by the Company from the FRESH Board.
48-20 [Determine the adequacy of the Group’s Governance Framework. Fal
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governance going NomCo
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Terms of Reference of the Nominations Committee
20-21.The Committee shall also make recommendations to the BboardI concerning: —
(i) Any changes needed to the succession planning process if its periodic
assessment indicates the desired outcomes have not been achieved.
(ii) Suitable candidates as new directors and succession for existing
directors.
(iii) Membership of the audit and remuneration committees, and any other
board committees as appropriate, in consultation with the chair of those
committees.
(iv) The re-appointment of non-executive directors at the conclusion of their
specified term of office having given due regard to their performance
and ability to continue to contribute to the board in the light of
knowledge, skills and experience required.
(v) Any matters relating to the continuation in office of any director at any
time including the suspension or termination of service of an executive
director as an employee of the company subject to the provisions of the
law and their service contract.
(vi) The appointment of any director to executive or other office.
C. DUTIES AND RESPONSIBILITIES WITH REGARDS TO THE POST-OFFICE
COMPANY SUBSIDIARY BOARDSI
The main duties and responsibilities of the Committee with regard to the Pest
OfficeCompany sSubsidiary Boards POMS-and-PZBL-are to:
24.22.Review the structure, size and composition of the POMS and -PZBL boards
(taking account of the skills, experience, knowledge and diversity of its members),
to ensure that the key roles are filled and to recommend changes to the POMS and
PZBL-board composition as thought necessary.
22.23.ReviewGensider the re-appointment of any non-executive director at the
conclusion of their specified term of office having given due regard to their
performance and ability to continue to contribute to the POMS and PZBL boards in
the light of knowledge, skills and experience required.
23.24.bead-Approve the process for identifying and nominating candidates for
appointment to the POMS-and-P2Bt boards, including the formulation and approval
of appropriate role descriptions and specifications and considering candidates from
a wide range of backgrounds, on merit and against a range of objective criteria and
with due regard for the benefits of diversity on the POMS-and-PZBL-boards,
including gender, and which seek to attract a wide range of talent and promote
diversity within the organisation. Such deliberations should also assess whether
appointees have enough time available to devote to the position.
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}0es this actually go to the
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Terms of Reference of the Nominations Committee
24.25.Ensure that any proposed appointee to the POMS and PZBL board discloses
other business interests and any potential conflict of interest, in line with the
recommendations of the Code and the precepts set by the Nolan Committee on
Standards in Public Life.
25.26.WerkEngage with the Remuneration Committee in respect of new hires, to
ensure that the proposed package for new senior appointments reflects the
responsibilities of the role and is designed to attract talent but is not excessive.
26-27.Censider Review on behalf of the Board any matters relating to the continuation
in office of any POMS—and—P2BL-board director, including the suspension or
termination of any contract of employment or contract for services, subject to the
provisions of the law.
D. REPORTING RESPONSIBILITIES
27.28.The Committee Chair (the Chair) shall report to the board after each
meeting on the nature and content of its discussion, recommendations and
action to be taken.
28.29.Report Make —whatever—recommendations—to the Bboard whatever
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recommendations it deems appropriate on any area within its remit where {Commented [RWSI: Check ARC for wording J
action or improvement is needed, and adequate time should be made available
for board discussion when necessary.
ies —report—_te—be— tuded in the _
Ceompany’s annual report describing the work of the Committee, including:
i. The process used in relation to appointments, its approach to
succession planning and how both support the development of a
diverse pipeline.
ii. How board evaluation has been conducted, the nature and extent of
an external evaluator’s contact with the board and individual
directors, the outcomes and actions taken, and how it has influenced
or will influence board composition.
iii. The policy on diversity and inclusion, its objectives and linkage to
company strategy, how it has been implemented and progress on
achieving the objectives.
iv. The gender balance of those in the senior management team and
their direct reports.
30. If an external search consultancy has been engaged, it should be identified in
the annual report alongside a statement about any other connection it has
with the company or individual directors.
E. AUTHORITY
31. The Committee is authorised by the Bboard to obtain, at the company’s
expense, outside legal or other professional advice on any matters within its
terms of reference.
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Terms of Reference of the Nominations Committee
F. COMPOSITION AND GOVERNANCE
Membership
30. The Committee Chair (the Chair) and members of the Committee will be
appointed by the Board, acting on the recommendation of the Nominations
Committee and in consultation with the Chair of the Remuneration Committee.
31. It shall consist of three members, including at least two independent non-
executive directors.
32. The Chairman of the Company shall chair the Committee.
33. Members will normally serve for a period of three years. Their appointment
may be renewed for a further three year period but no director shall serve as
a member of the Committee for a period of more than six years.
Quorum
34. The quorum necessary for the transaction of business shall be two members.
In the absence of the Chair at any meeting, the Committee members present
shall determine who shall chair the meeting.
Committee Secretary
35. The Company Secretary, or his or her nominee, shall act as Secretary to the
Committee and shall attend all meetings to keep minutes and record actions.
Frequency
36. The Committee shall meet as often as required but at least two times per
year.
Governance
37. Meetings may be held in person or by telephone or other electronic means, so
long as all participants can contribute to the meeting simultaneously.
38. Notice of each meeting shall be given to all those entitled to participate at
least three working days before the meeting.
39, Meetings for the Committee may be convened by the Secretary in consultation
with the Chair, or by any member of the Committee, at any time. The
Secretary will be responsible for setting the venue date and time of meetings
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Terms of Reference of the Nominations Committee
in conjunction with the Chair. All papers supporting the meeting will be issued
in good time, one week in advance of the meeting date.
40. The Chair will report regularly to the Board. Minutes of each meeting will be
circulated to all members of the Committee and, once agreed, to those
members of the Board who have no personal interest in the matters discussed.
Where a conflict of interest exists, the Company Secretary will provide
sufficient information to the full Board to provide an understanding of the
matter(s) considered.
41. The Committee Secretary shall Company—witt-provide current and new
Committee members with any training, briefings or induction required_under
the supervision of the Chair.
42. Only members of the Ceommittee have the right to attend Committee
meetings. The Group Chief Executive and the Group Chief People Officer (or
the holder of any equivalent position) and external advisors shall be informed
of the date of each meeting and may be invited by the Chair to attend all or
part of any meeting, as and when appropriate.
43. The Committee shall have access to sufficient executive time and resources in
order to carry on its duties, including access to the Group Company Secretary
and members of the Human-ResourcesPeople? team.
44, The Committee shall have authority to appoint executive search consultants
and to obtain, at the Company's expense, legal or other professional advice
on matters within its terms of reference as required, up to a financial limit
determined by the Board.I
45. If there should be disagreement between the Neminatiens-Committee and the
full Board, the Chairman of the Board shall make time available for discussion
of the issue so that the matter may be resolved.
G. ANNUAL REVIEW AND APPROVAL
46. The Committee will undertake an annual review of its performance and the
Terms of Reference. The outcome of these review will be recommended to
the Board for approval (notwithstanding amendments approved by the Board
whenever so required).
‘Approved by: Date: Version: I Effective from:
Post Office Board 25 November 2015 I V1 25 November 2015
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