1.1  The Committee shall comprise of at least three members, each of whom shall be appointed by the Board.

1.2  All members of the Committee shall be non-executive directors who are independent of management and free from any business or other relationship which could interfere with the exercise of their independent judgement.

1.3  Members of the Committee shall be appointed by the Board on the recommendation of the Nomination Committee and in consultation with the Chairman of the Committee. The Chairman of the Board may also serve on the Committee as an additional member if he or she was considered independent on appointment as Chairman.

1.4  The Board shall appoint the Chairman of the Committee who shall be an independent non-executive director and determine the period for which he shall hold office. The Chairman of the Board shall not be Chairman of the Committee.

1.5  No one, other than the Chairman of the Committee and its members, shall be entitled to be present at any meeting of the Committee.

1.6  Appointments to the Committee shall be for a period of up to three years, which may be extended for two further three-year periods, provided the director still meets the criteria for membership of the Committee.

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