Nominations Committee - Terms of Reference

1. Constitution

2. 1. 1.1 The board of directors of Bloomsbury Publishing Plc resolved to establish a committee of the board to be known as the Nominations Committee.

3. Membership

4. 1. 2.1 Members of the Committee shall be appointed by the board and shall comprise a majority of non-executive directors of the board. A quorum shall be two members, one of which must be the Chairman of the Committee.
   2. 2.2 The Chairman of the board shall be Chairman of the Committee.

5. Attendance at meetings

6. 1. 3.1 The Chairman of the Committee may co-opt other directors to join the Committee temporarily for particular specified purposes.
   2. 3.2 Directors (and senior executives in attendance) may be required by the Chairman to leave the meetings of this Committee when open discussion might be inhibited by their presence.
   3. 3.3 At the discretion of the Chairman of this Committee, outside professional advisors may be in attendance for all or part of a meeting.
   4. 3.4 The company secretary shall be secretary to this Committee.

7. Frequency of Meetings

8. 1. 4.1 The Committee shall meet as frequently as is required.
   2. 4.2 The timing and agenda of meetings is the responsibility of the Committee Chairman, subject to the expressed wishes of Committee members.

9. Authority

10. 1. 5.1 The Committee is authorised to require the provision of such information and access to such personnel as it requires to discharge its responsibilities.
    2. 5.2 The Committee is authorised to take outside professional advice as appropriate and to take into account the results and findings of the annual formal board and committee evaluations.

11. Duties

12. The Committee is responsible for:

    1. 6.1 Proposing to the board the responsibilities of non-executive directors, including membership of board Committees;
    2. 6.2 ensuring that there is a satisfactory, formal process for the selection of non-executive directors which it is the responsibility of this committee to follow;
    3. 6.3 proposing to the board any new board appointments, whether of executive or non- executive directors; and
    4. 6.4 ensuring there is good succession planning at board level.

13. Reporting

14. 1. 7.1 The Committee makes recommendations to the group board which either approves them or, stating its reasons for not doing so, asks the Committee to reconsider them.
    2. 7.2 The Chairman of the Committee shall be available to answer members’ questions at the annual general meeting.