POL00362333
POL00362333
POST OFFICE LIMITED
(“the Company”)
Terms of Reference of the Nominations Committee
The Nominations Committee (the “Committee”) is a Committee of the Company
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.
1.
PURPOSE
The purpose of the Committee is to:
i. Recommend the process for the appointment, re-appointment or
removal of individuals to/ from the Board (aside from the Company
Chair and the shareholder appointed non-executive Director) to the
shareholder;
ii. Recommend to the Board the appointment of individuals to the
Board Committees;
iii. Approve the appointment of individuals to the Group Company
Boards’;
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;
v. Approve the appointment or removal of executives who report
directly to the Group Chief Executive Officer;
vi. Recommend to the Board the appointment or removal of the Group
Company Secretary; and
. Oversee succession planning for Board and at Group Executive
level.
vi
The consent of the Shareholder is required for Company Board
appointments and removals?.
DUTIES AND RESPONSIBILITIES WITH REGARDS TO THE COMPANY
Board and Senior Executive appointments
Review the structure, size and composition of the Board (taking account of
the skills, experience, knowledge and diversity of its members), to ensure
that the roles of Group Chief Executive, Group Chief Financial Officer,
Senior Independent Director and Non-Executive Directors are filled and to
recommend changes in Board’s composition to the Shareholder as
necessary.
1 Group Companies are Post Office Management Services Limited and Payzone Bill Payments Limited.
Shareholder approval would be required for
(i) the appointment of Non-Executive Directors to non FCA regulated subsidiaries; and
(i) the appointment of director’s to FCA regulated subsidiaries.
(Company's Articles of Association Article 8S(a) and BEIS (now DBT): Shareholder Relationship Framework
Document Provision 7.8)...
2 Companies Articles of Association Article 8.1(A)(i).
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POL00362333
POL00362333
Post Office Limited
Terms of Reference of the Nominations Committee
4.
10.
11.
In the case of proposed appointments aside from the Shareholder
Representative the Committee Members shall:
(i) determine for recommendation to the Shareholder:
(a) the members of an interview panel, which may comprise
the Committee Chair and Board members with expertise
relevant to the role being recruited; and
(b) the remit of the interview panel which may _ include
preparing a short list of candidates, conducting interviews,
and recommending to the Shareholder suitable candidates;
(ii) consult with the Shareholder on the process for appointing
Directors to the Board and participate in the appointment process
as agreed by the Shareholder including joining the interview
panel.
Monitor the independence, and process for evaluation, of the Committee
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.
Review the results of any Board and Committee evaluation process which
relate to the composition of the Board, any of its Committees or the Group
Executive and succession planning.
Review and approve for recommendation to the Shareholder 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.
Approve for recommendation to the Shareholder appropriate role
descriptions and specifications for candidates for appointment to the
Board, aside from the Shareholder representative, considering candidates
from a wide range of backgrounds.
Approve for recommendation to the Shareholder, the re-
appointment or removal from office of any Director including the Group
Chief Executive of the Company, Chief Financial Officer, interim directors
and alternate directors who are not already directors of the Company’.
For each proposed appointment, open advertising/and or the use of
specialist advisers to facilitate the search for appropriately qualified
candidates should be used and advised to the Shareholder.
Approve, where agreed with the Shareholder that external search agents
should be employed by the Company, the engagement terms of such
search agents.
> Such appointments, reappointment or removals require Shareholder approval. The Shareholder shall appoint
one senior UK Government official as the representative director to the POL Board (FD section 7.3 (ii))
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POL00362333
POL00362333
Post Office Limited
Terms of Reference of the Nominations Committee
12. Approve recommendations made by the Group Chief Executive on
appointments or removal of executives who report directly to him or her.
Succession planning
13. Ensure that the business puts in place succession plans for the Board and
the Group Executive, and oversee the development of a diverse pipeline
for succession, 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.
14. Review, on behalf of the Board, succession planning for Board and senior
leadership at executive level. Recommend to the Board any changes
needed to the succession planning process if its periodic assessment
indicates the desired outcomes have not been achieved.
15. 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 of the Nolan Committee on Standards in Public Life.
16. 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.
17. Review on behalf of the Board any matters relating to the continuation in
office of any director or Group Executive Member 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.
Corporate Governance
18. Review and approve the processes for Board and Committee
evaluations.
19. Approve the appointment of external facilitators for Board and Committee
evaluations.
20. 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.
21. Note the appointment of any director to executive or other office in
accordance with the Conflicts of Interest Policy and letter of appointment
for Non-Executive Directors.
C. DUTIES AND RESPONSIBILITIES WITH REGARDS TO GROUP
COMPANY BOARDS
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POL00362333
POL00362333
Post Office Limited
Terms of Reference of the Nominations Committee
Board and senior executive appointments
22. Review the structure, size and composition of the 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
board composition as thought necessary.
23. Approve the process for the Company’s Group Executive to identify and
nominate candidates for appointment to the Boards, including 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 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.
24. Approve the appointment, reappointment and removal of statutory
directors from any Group Company (or where applicable, approve such
appointments for recommendation to the Shareholder where Shareholder
Consent is required)*.
25. Review and approve 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 boards in the
light of knowledge, skills and experience required.
26. Review on behalf of the Board any matters relating to the continuation in
office of any board director, including the suspension or termination of any
contract of employment or contract for services, subject to the provisions
of the law.
27. Approve the recruitment and appointment process for a director (who is
not an employee of a member of the Group) to a Group Company
including formation of interview panel.
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.
28. Approve the appointment of the Company’s Shareholder Representative
for the Joint Venture Agreement between the Company, Bank of Ireland
(UK) plc and FRESH on recommendation from the Group Chief Commercial
Director and Group Chief Executive Officer.
D. REPORTING RESPONSIBILITIES
* Where Shareholder consent is required for the appointment of any person who is not an employee of a
member of the Group as a director of any Group Company (unless that company is regulated by the FCA)
(Article 8.1(S) (a)), the Committee shall approve for recommendation to the Board who will seek Shareholder
Consent. Statutory Director appointments to Post Office Insurance do not require Shareholder consent.
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POL00362333
POL00362333
Post Office Limited
Terms of Reference of the Nominations Committee
29. The Committee Chair shall report to the Board after each meeting on the
nature and content of its discussion, recommendations and action to be
taken.
30. Report to the Board whatever recommendations it deems appropriate on
any area within its remit where action or improvement is needed and
adequate time should be made available for Board discussion when
necessary.
31. Report on its activities in the Company’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 facilitator’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 equality, diversity and inclusion, its objectives and
linkage to company strategy, how it has been implemented and
progress on achieving the objectives; and
iv. The gender balance of those in the Group Executive and their
direct reports
32. If an external search consultancy has been engaged for the appointment
of Non-Executive Directors or the Group Chief Executive or the Group Chief
Financial Officer, 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
33. 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.
F. COMPOSITION AND GOVERNANCE
Membership
34. IThe Committee 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 and shall be appointed for a period coinciding with their term
of appointment as directors of the Company, which may be extended for
an additional three-year period, provided the director still meets the
criteria for membership of the Committee and is otherwise approved for
re-appointment as a director of the Company.
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POL00362333
POL00362333
Post Office Limited
Terms of Reference of the Nominations Committee
35. In the absence of the Chair of the Committee at any meeting, the
Committee members present shall determine who shall chair the
meeting.
36. The Committee shall comprise at least 3 directors including the
Shareholder NED. A majority of members of the Committee shall be
independent non-executive directors.
37. The Chair of the Company shall chair the Committee’.
Quorum
38. The quorum necessary for the transaction of business shall be two
members.
Committee Secretary
39. 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
40. The Committee shall meet as often as required but at least two times per
year.
Governance
41. Meetings may be held in person or by telephone or other electronic
means, so long as all participants can contribute to the meeting
simultaneously.
42. Notice of each meeting shall be given to all those entitled to participate at
least three working days before the meeting.
43. 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 in conjunction with the Chair. All papers supporting the
meeting will be issued in good time, one week in advance of the meeting
date.
44. 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.
5 The Chair of the Company should not chair the Committee when dealing with the appointment of his/her
successor.
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POL00362333
POL00362333
Post Office Limited
Terms of Reference of the Nominations Committee
45. The Committee Secretary shall provide current and new Committee
members with any training, briefings or induction required under the
supervision of the Chair.
46. Only members of the Committee 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.
47. 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 Resources team.
48. If there should be disagreement between the Committee and the full
Board, the Chair of the Board shall make time available for discussion of
the issue so that the matter may be resolved.
ANNUAL REVIEW AND APPROVAL
49. 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: Effective from:
Post Office Limited Board 25/11/2015 1.1 25/11/2015
Post Office Limited Board 08/04/2020 2.0 09/04/2020
Post Office Limited Board 03/06/2021 2.1 04/06/2021
Post Office Limited Board 12/07/2022 2.2 13/07/2022
Post Office Limited Board 28/03/2023 22 ) 29/03/2023
no changes
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