(a) The Committee shall:
- regularly review the structure, size and composition (including the skills, knowledge and experience) required of the UK regulated Boards compared to their current position and make recommendations to the Boards with regard to any changes;
- give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the company, and what skills and expertise are therefore needed on the Boards for the future;
- be responsible for identifying and nominating for the approval of the Boards, candidates to fill Board vacancies on UK Regulated entities as and when they arise;
- before any appointment is made by the PLC Board, evaluate the balance of skills, knowledge and experience on the PLC Board, and, in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment. 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;
- consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position; and
- keep under review the leadership needs of the Group organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the market place;
- keep up to date and fully informed about strategic issues and commercial changes affecting the company and the market in which it operates;
- 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; 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 in outside board meetings.
(b) 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 Chairman and Chief Executive;
- suitable candidates for the role of senior independent director;
- membership of the Audit, Innovation, Nominations, Remuneration and Risk Committees, in consultation with the Chairmen of those Committees;
- the re-appointment of any non-executive director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the PLC Board in the light of the knowledge, skills and experience required;
- the re-election by shareholders of any director having due regard to their performance and ability to continue to contribute to the Aberdeen Asset Management PLC Board in the light of the knowledge, skills and experience required;
- 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; and,
- the appointment of any director to executive or other office other than to the positions of Chairman and Chief Executive, the recommendation for which would be considered at a meeting of the full Board.
- Gender imbalance within the Board’s membership. The Committee, without prejudicing the skills and knowledge required by the Board, have set a target for the Board to have a 30% female membership for the Board of Aberdeen Asset Management PLC.
The Committee is appointed by the Aberdeen Asset Management PLC Board from which it receives its authority, and any material change to these Terms of Reference must be approved by the Board.
The Committee is authorised to seek any information it reasonably requires from any employee of the Group in order to perform its duties.
The Committee is authorised to obtain, at the Company’s expense outside legal or other professional advice on any matters within its terms of reference.
The Committee shall be appointed by the Aberdeen Asset Management PLC Board and shall consist of not less than three members, the majority of whom should be independent non-executive directors.
The Chairman of the Aberdeen Asset Management PLC Board should chair the Committee, but in the absence of the Chairman the remaining members present shall elect one of their number to chair the meeting. The Chairman should not chair the meeting when it is dealing with the appointment of a successor to the chairmanship of the PLC Board.
The Company Secretary shall act as Secretary to the Committee.
The quorum shall be two members, both of whom should be independent non-executive directors.
Other directors of the Company shall not normally attend the meetings, nor shall they have the automatic right to attend. The Chairman of the meeting, at his discretion, may call upon any other person to attend as and when appropriate.
Decisions are by majority vote of members present at a meeting. The Chairman has a casting vote in the case of equality of votes.
Frequency of meetings
Meetings shall be held as required, but at least annually and as otherwise required to enable the Committee to fulfil its obligations to the Company.
To the PLC Board
Minutes of the Committee meetings shall be circulated to all members of the Committee and made available on request to all other members of the Aberdeen Asset Management PLC Board.
The Chairman of the Committee shall report formally to the Aberdeen Asset Management PLC Board on the Committee’s proceedings after each meeting.
To the shareholders
The Committee shall make a statement in the annual report about its activities, including details of the processes used to make any appointments.
The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.
The Secretary maintains copies of all Committee papers, including minutes of meetings, and are available on request from the Secretary.
The Committee shall, at least once a year, review its own performance and terms of reference to ensure that it is operating effectively and, if relevant, to recommend any changes necessary to the PLC Board.
The Committee shall also review annually the time required from non-executive directors and undertake an annual performance evaluation to ensure that directors are devoting sufficient time to their duties.
These Terms of Reference were approved by the PLC Board at the meeting on 20 July 2016.