- “Board” means the Board of Directors of the Company;
- “Company” means AWF Madison Group Limited
- “Committee” means the Nominations Committee;
The Committee is a committee of the Board of the Company. Its role is to assist the Board with an annual evaluation of Board, Chairperson and Director performance, determine Director independence and identify and recommend to the Board individuals for nomination as members of the Board and its Committees.
The Committee shall comprise all members of the Board. The Board shall appoint a Chairperson of the Committee who is not the Chairperson of the Board; and the Chairperson of the Committee shall be an Independent Director.
The appointment and removal of Committee members shall be the responsibility of the Board.
A quorum of the Committee is two members. The Committee Chairperson shall not have the casting vote in the case of a tie; and the members must resolve differences or disputes between themselves at the relevant meeting, failing which, the matter will be referred to the full Board for a final decision on the subject matter of the tie.
The Committee will meet at least annually and as it deems necessary to properly fulfil its obligations and discharge its duties. Directors who are not members of the Committee have a standing invitation to attend any meeting of the Committee. Members of management may be invited to attend any meeting of the Committee as considered necessary. The Committee may ask any party to withdraw from any part of any meeting, in the event of perceived conflicts.
Notice of Committee meetings and the business to be conducted at such meetings shall be given to the members of the Committee, and all other members of the Board. The notice and form of meeting requirements of the Committee shall be the same as for meetings of the full Board of Directors. The Committee Chairperson shall review the agenda for each meeting prior to its issue. Any Committee member may require business to be included in the agenda.
The minutes of all meetings will be circulated to the Board. The Chairperson of the Committee will report to the full Board the recommendations of the Committee at the Board meeting immediately following the Committee meeting.
Responsibilities and duties
The Committee does not take actions or make decisions on behalf of the Board unless specifically mandated. The Board has delegated certain functions to the Committee which it is responsible for:
- Establishing and implementing a programme to regularly assess the performance of individual Directors, Board committees and the Board as a whole. The assessment of Board performance will take into account such factors as it deems appropriate;
- Regularly reviewing the criteria for the selection of Directors and making any recommendations it considers appropriate to ensure the most appropriate balance of skills, qualifications, experience and background to effectively govern the Company;
- Recommending appropriate candidates to the Board based on the criteria established by the Committee;
- Ensuring a letter of engagement is in place for new Directors;
- Overseeing a new Director’s induction programme;
- Overseeing the continuous education of existing Directors; and
- Recommending to the Board, the removal of any Director, subject to the provisions contained in the Constitution.
Powers and authority
The Committee may delegate any of its responsibilities to the Chairperson of the Committee from time to time and on such conditions as the Committee considers appropriate.
The Committee is authorised by the Board to investigate any activity covered by its roles.
The Committee members may communicate with any Company employee to seek any information they require in order for the Committee to carry out its role.
The Committee and each member of the Committee shall have the authority of the Board to:
- Retain, terminate and consult with outside or other independent external advisers and experts (including legal consultants) at the Company’s expense;
- Secure the attendance at Committee meetings, of external advisers with relevant experience and expertise,
- where the Committee or a Committee member deems it necessary, in order to fulfil the functions of the Committee.
Committee members are entitled to rely on information received from Company executives in relation to matters within their responsibility and on external professionals in relation to matters within their area of expertise and may assume the accuracy of information provided by such persons, so long as no Committee member is aware of any reasonable grounds upon which such reliance or assumption may be inappropriate.
Accountability and review
The Committee shall undertake an annual self-review of its objectives and responsibilities and of this Charter.
The Committee’s objectives, responsibilities and this Charter shall also be reviewed by the Board and any other person the Board considers appropriate.