Travis Perkins plc

The committee shall be appointed by the board and shall consist of not less than three members, the majority of whom shall be chosen from amongst the independent non-executive directors of the company

A quorum shall be two members
The chairman of the committee shall be the chairman of the board, except when it is dealing with the appointment of a successor chairman, when the committee will be chaired by an independent non-executive director.

Attendance at meetings

Directors and other employees of the company other than the members of the committee may attend meetings by invitation.

Frequency of meetings

Meetings shall be held no less than once a year with additional meetings if appropriate.

Authority

The committee is authorised by the board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the committee.
The committee is authorised by the board to obtain professional advice inside and outside the company. Outsiders with relevant experience and expertise may attend meetings of the committee if the chairman of the committee considers this necessary.

Duties

The duties of the committee shall be:

to ensure that the company maintains contact as necessary with its major shareholders about appointments to the board;
be responsible for identifying and nominating for the approval of the board, all candidates for membership of the Board;
before seeking candidates, evaluate the balance of skills, knowledge and experience on the board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment;
consider candidates from a wide range of backgrounds;
establish, and review from time to time, appropriate induction processes for newly appointed directors;
review annually the time required from a non-executive director;
give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the company and what skills and expertise are needed on the board in the future;
regularly review the structure, size and composition (including the skills, knowledge and experience) of the board and make recommendations to the board with regard to any changes;
keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
make publicly available its terms of reference explaining clearly its role and the authority delegated to it by the board; and
ensure that on appointment to the board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside board meetings.
make recommendations to the board:
1. as regards plans for succession for both executive and non-executive directors;
2. concerning suitable candidates for the role of senior independent director.
3. concerning membership of the audit and remuneration committees, in consultation with the chairmen of those committees
4. as regards the re-appointment of any non-executive director at the conclusion of their specified term of office;
5. concerning the re-election by shareholders of any director under the retirement by rotation provisions in the company’s articles of association;
6. concerning any matters relating to the continuation in office of any director at any time; and
7. concerning the appointment of any director to executive or other office.
review its own performance and these terms of reference annually and recommend any changes it considers necessary to the board for approval.

Reporting to the Board

The chairman of the committee shall make a verbal report to the board at appropriate intervals.
The minutes of the meetings of the committee should be available to all members of the board on request, except to the extent a conflict of interest exists.

Reporting to shareholders

The committee on behalf of the board will make a statement in the annual report about its activities; the process used for appointments and explain if external advice or open advertising has not been used; the membership of the committee, number of committee meetings and attendance of members over the course of the year; the statement will comply with the Companies Act, the UK Listing Authority Listing Rules and other relevant requirements, from time to time.
The chairman of the committee, or in his absence another member of the committee, will attend the company’s annual general meeting and if necessary answer questions about the work of the committee.

Practice Guidelines

The committee will give due regard to the provisions of the Code and the UK Listing Authority’s Listing Rules, and any associated guidance.