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The board of directors

3.2 Nominations committee

The need for nominations committee is identified in many codes of best practice.

For example, the UK Corporate Governance Code (2010) requires that there should
be a formal, rigorous and transparent procedure for the appointments of new
directors to the board:

 Responsibilities of nominations committee:

 review regularly the structure, size and composition of the board
and make recommendations to the board.

 consider the balance between executives and NEDs on the board
of directors.

 ensure appropriate management of diversity to board composition.

 provide an appropriate balance of power to reduce domination in
executive selection by the CEO/chairman.

 evaluate the balance of skills, knowledge and experience of the
board.

 full consideration to succession planning for directors.

 prepare a description of the role and capabilities required for any
particular board appointment including that of the chairman

 identify and nominate for the approval by the board candidates to
fill board vacancies as and when they arise.

 recommendations to the board concerning the standing for
reappointment of directors.
 be seen to operate independently for the benefit of shareholders.

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