RWS - Nomination Committee Terms of Reference
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Nomination Committee
Terms of Reference
RWS - Nomination Committee Terms of Reference
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Table of Contents
1
Constitution ........................................................................................................................................................ 3
2
Purpose ............................................................................................................................................................. 3
3
Membership ....................................................................................................................................................... 3
4
Secretary ........................................................................................................................................................... 3
5
Quorum ............................................................................................................................................................. 3
6
Frequency of meetings ...................................................................................................................................... 3
7
Notice of meetings ............................................................................................................................................. 3
8
Minutes of meetings ........................................................................................................................................... 4
9
Duties ................................................................................................................................................................ 4
10
Authority to engage advisers .............................................................................................................................. 5
11
Reporting responsibilities ................................................................................................................................... 5
12
Engagement with shareholders ......................................................................................................................... 6
13
Other matters ..................................................................................................................................................... 6
RWS - Nomination Committee Terms of Reference
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1
Constitution
The Board of RWS Holdings plc (the ‘Board’) has reviewed and confirmed the establishment of a
Committee of the Board to be known as the Nomination Committee (the ‘Committee’).
2
Purpose
To lead the process for appointment to the Board and ensure plans are in place for orderly succession
for the Board and other senior management positions and, in doing so, oversee the development of a
diverse pipeline for succession.
3
Membership
•
The Committee shall comprise the Chair of the Board and all non-executive directors
appointed by the Board. A majority of members shall be independent Non-Executive
Directors.
•
The Chair of the Board shall be the Committee Chair, but the Chair of the Board shall not chair the
Committee when it is dealing with the matter of succession of the Chair of the Board. In the
absence of the Committee Chair and/or an appointed deputy, the remaining members present
shall elect one of themselves to chair the meeting who would qualify under these Terms of
Reference to be appointed to that position by the Board.
•
Only members of the Committee shall have the right to attend Committee meetings. However,
other individuals, including but not limited to, the Chief Executive Officer, Chief People Officer,
the General Counsel and Company Secretary, and external advisers, may be invited to
attend all or any part of any meeting as and when deemed appropriate and necessary.
4
Secretary
The Company Secretary or their nominee shall act as the Secretary of the Committee.
5
Quorum
The quorum for the transaction of business shall be two including the Chair of the Committee (except
when his or her successor is being considered).
6
Frequency of meetings
The Committee shall meet formally at least twice a year and otherwise as required.
7
Notice of meetings
•
Meetings of the Committee shall be called by the Secretary of the Committee at the request of
the Committee Chair.
•
Unless otherwise agreed, notice of each meeting confirming the venue, time and date,
together with an agenda of items to be discussed and supporting papers, shall be forwarded
to each member of the Committee, any other person required to attend, no later than two
working days before the date of the meeting. Supporting papers shall be sent to Committee
members, other attendees and other members of the Board, as appropriate, at the same
time unless a conflict of interests has been identified in which case the relevant materials
will be redacted and not shared with the conflicted director.
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8
Minutes of meetings
•
The Secretary shall minute the proceedings and resolutions of all Committee meetings,
including the names of those present and in attendance.
•
Draft minutes of Committee meetings shall be circulated promptly to all members of the
Committee. Once approved, minutes should be circulated to all other members of the Board
and the Company Secretary unless, exceptionally, in the opinion of the Committee Chair it
would be inappropriate to do so. Where a conflict of interests has been identified, the
relevant minute will be redacted and not shared with the conflicted director.
•
Signed copies of the minutes of meetings of the Committee shall be maintained for the
Company’s records in hard and soft copy.
9
Duties
The Committee should carry out the duties detailed below for the Company, major subsidiary
undertakings and the Group as a whole, as appropriate.
The Committee shall:
•
Regularly review the structure, size and composition (including the skills, knowledge,
experience and diversity) of the Board and make recommendations to the Board with regard
to any changes.
•
Give full consideration to succession planning for the Board and other senior management
positions and oversee the development of a diverse pipeline for succession, taking into
account the challenges and opportunities, strategic and commercial issues facing the Group,
and the skills and expertise needed on the Board in the future.
•
Ensure that appointments to the Board are subject to a formal, rigorous and transparent
process and in line with an effective succession plan for Board and other senior
management promoting diversity of gender, social and ethnic backgrounds, cognitive and
personal strengths.
•
Keep under review the leadership needs of the organisation, both executive and non-
executive, with a view to ensuring the continued ability of the Group to compete effectively in
the marketplace.
•
Keep up-to-date and fully informed about strategic issues and commercial changes affecting
the Group and the market in which it operates.
•
Be responsible for identifying and nominating for the approval of the Board, candidates to fill
Board vacancies as and when they arise.
•
Before any appointment is made by the Board, evaluate the balance of skills, knowledge,
experience and diversity on the Board and, in the light of this evaluation, prepare a
description of the role and capabilities required for a particular appointment and the time
commitment expected. In identifying suitable candidates, the Committee shall
• use open advertising or the services of external advisers to facilitate the search;
• consider candidates from a wide range of backgrounds; and
• consider candidates on merit and against objective criteria, having due regard to
the benefits of diversity on the Board and taking care that appointees have
enough time available to devote to the position.
•
Prior to the appointment of a Board director, other significant time commitments should be
disclosed and any additional future commitments should not be undertaken without prior
approval of the Board. The proposed appointee should also be required to disclose any
other business interests that may result in a conflict of interest. These must be authorised by
the Board prior to appointment and any future business interests that could result in a conflict
of interest must not be undertaken without prior authorisation of the Board.
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•
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.
•
Review the results of the Board performance evaluation process that relate to the
composition of the Board and succession planning.
•
Review how the Board evaluation has been conducted and the nature and extent of an
external evaluator’s contact with the Board.
•
Consider any requirements for topic-based training for directors and recommend the
implementation of appropriate training initiatives.
•
Review annually the time required from non-executive directors. Performance evaluation
should be used to assess whether the non-executive directors are spending enough time to
fulfil their duties.
•
Review the Board’s diversity policy and its development and implementation.
•
Work and liaise as necessary with other Board Committees, ensuring the interaction
between committees and with the Board is reviewed regularly.
The Committee shall also make recommendations to the Board concerning:
•
Formulating plans for succession for both executive and non-executive directors and, in
particular, for the key roles of Chair of the Board and Chief Executive Officer as well as any
changes needed to the succession planning process if its periodic assessment indicates the
desired outcomes have not been achieved.
•
Suitable candidates for the role of Senior Independent Director.
•
Membership of the Audit and Remuneration Committees, and any other Board Committees
as appropriate, in consultation with the Chair of those Committees.
•
The re-appointment of non-executive directors at the conclusion of their specified term of
office, having given due regard to their performance and ability to continue to contribute to
the Board in the light of knowledge, skills and experience required.
•
The re-election by shareholders of directors under the annual re-election provisions of
applicable corporate governance codes or the retirement by rotation provisions in the
Company’s articles of association, having due regard to their performance and ability, and
why their contribution is important to the Company’s long-term sustainable success in the
light of the skills, experience and knowledge required and the need for progressive
refreshing of the Board, taking into account the length of service of individual directors, the
Chair and the Board as whole.
•
Any matters relating to the continuation in office of any director at any time including the
suspension or termination of service of an executive director as an employee of the
Company subject to the provisions of the law and their service contract.
•
The appointment of any director to executive or other office.
10
Authority to engage advisers
The Committee is authorised by the Board, at the Company’s expense, to engage independent search
consultants and external legal or other professional advisers with relevant experience and expertise if
it considers it necessary.
11
Reporting responsibilities
•
The Committee Chair shall report to the Board after each Committee meeting on the nature
and content of its discussion, recommendations and action to be taken.
•
The Committee shall make whatever recommendations to the Board it deems appropriate on
any area within its remit where action or improvement is needed and adequate time should
RWS - Nomination Committee Terms of Reference
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be made available for Board discussion when necessary.
•
The Committee shall produce a report to be included in the Company’s annual report describing
its responsibilities and activities, including:
• the process used in relation to appointments, its approach to succession planning
and how both support the development of a diverse pipeline, explaining if external
advice or open advertising has not been used. Where an external search agency
has been engaged, it should be identified in the annual report and a statement
made as to whether it has any other connection with the Company or individual
directors;
• how board evaluation has been conducted, the nature and extent of an external
evaluator’s contact with the Board and individual directors, the outcomes and actions
taken, and how it has influenced or will influence Board composition;
• the policy on diversity and inclusion, its objectives and linkage to Group strategy,
how it has been implemented and progress on achieving the objectives;
• the gender balance of the Board and those in the senior management team and
their direct reports;
• the membership of the Committee; and
• the number of Committee meetings and attendance over the course of the year.
•
The terms of reference of the Committee, explaining its role and the authority delegated to it
by the Board, shall be made available on the Company’s website.
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Engagement with shareholders
The Committee Chair (or an appointed deputy) should attend the Annual General Meeting to answer
any shareholders questions on the Committee’s activities. In addition, the Committee Chair should
seek engagement with shareholders on significant matters related to the Committee’s areas of
responsibility, where appropriate.
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Other matters
The Committee shall:
•
Have access to sufficient resources in order to carry out its duties, including access to the
Company Secretariat for assistance as required.
•
Be provided with appropriate and timely training, both in the form of an induction programme
for new members and on an on-going basis for all members.
•
Give due consideration to all relevant laws and regulations, the provisions of applicable
corporate governance codes and guidelines and any applicable stock exchange, listing,
prospectus and disclosure rules, as appropriate.
•
Arrange for periodic review of its own performance and, at least annually, review its
constitution and Terms of Reference to ensure it is operating at maximum effectiveness and
recommend any changes it considers necessary to the Board for approval.
Approved by the Board of RWS Holdings plc
26 January 2023
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About RWS
RWS Holdings plc is the world’s leading provider of technology-enabled language, content management and intellectual property services. We help
our clients to connect with and bring new ideas to people globally by communicating business critical content at scale and enabling the protection
and realization of their innovations.
Our vision is to help organizations interact effectively with people anywhere in the world by solving their language, content and market access
challenges through our collective global intelligence, deep expertise, and smart technology.
Clients include 90 of the globe’s top 100 brands, the top 10 pharmaceutical companies and approximately half of the top 20 patent filers worldwide.
Our client base spans Europe, Asia Pacific, and North and South America across the technology, pharmaceutical, medical, legal, chemical,
automotive, government and telecommunications sectors, which we serve from offices across five continents.
Founded in 1958, RWS is headquartered in the UK and publicly listed on AIM, the London Stock Exchange regulated market (RWS.L).
For further information, please visit: www.rws.com
© All Rights Reserved. Information contained herein is deemed confidential and the proprietary information of RWS Group*.
*RWS Group shall mean RWS Holdings PLC for and on behalf of its affiliates and subsidiaries.
