| |
Nomination Committee - Terms of Reference Membership - The Nomination Committee (“Committee”) shall consist of a majority of independent Non-Executive Directors.
- In appointing the members the Board will have due regard to the Listing Rules of the UK Listing Authority and the provisions of the Combined Code on Corporate Governance (June 2006).
Frequency and Quorum - Meetings of the Committee will normally be held at such times as the Committee deems appropriate. Valid attendance may be via telephone or video conference.
- The quorum necessary for decisions of the Committee shall be any two members of the Committee. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
Terms of Reference - The role of the Committee will be to carry out the selection process for the appointment of Executive and Non-Executive Directors to the Board of Computacenter plc. The Committee will be solely responsible for such selection and will present its recommendation for such appointments for consideration to the Board.
Proceedings - Unless varied by these terms of reference the meetings and proceedings of the Committee will be governed by the Company's Articles of Association regulating the meetings and proceedings of Directors.
- Minutes of Meetings shall be taken by the Company Secretary or the secretary appointed at the meeting by the Chairman and will be circulated to all Board Members (if appropriate) and the Company Secretary.
Approved by the Board of Computacenter plc on 8th November 2005.
|
|