1. Constitution |
| 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. |
2. Membership |
| 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. |
3. Attendance at meetings |
| 3.1 |
The Chairman of the Committee may co-opt other directors to join the Committee temporarily for particular specified purposes. |
| 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 |
At the discretion of the Chairman of this Committee, outside professional advisors may be in attendance for all or part of a meeting. |
| 3.4 |
The company secretary shall be secretary to this Committee. |
4. Frequency of Meetings |
| 4.1 |
The Committee shall meet as frequently as is required. |
| 4.2 |
The timing and agenda of meetings is the responsibility of the Committee Chairman, subject to the expressed wishes of Committee members. |
5. Authority |
| 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. |
| 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. |
6. Duties |
| The Committee is responsible for: |
| 6.1 |
Proposing to the board the responsibilities of non-executive directors, including membership of board Committees; |
| 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; |
| 6.3 |
proposing to the board any new board appointments, whether of executive or non- executive directors; and |
| 6.4 |
ensuring there is good succession planning at board level. |
7. Reporting |
| 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. |
| 7.2 |
The Chairman of the Committee shall be available to answer members’ questions at the annual general meeting. |
