Members of the Nomination Committee are appointed by the Board and a majority of its members are considered to be independent.
The Nomination Committee meets at least twice each year and otherwise as required.
Role and Responsibility
The Nomination Committee’s full terms of reference are available below but, in summary, its main responsibilities include:
- regularly reviewing 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;
giving full consideration to succession planning for directors and other senior executives;
- ensuring 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 and review annually the time commitment required from the Company’s Non-executive Directors;
- reviewing the results of the Board performance evaluation process that relate to the composition of the Board;
- reviewing the membership of the Audit and Remuneration Committees and any other Board Committees as appropriate, in consultation with the chairmen of those committees; and
considering the re-appointment of any Non-executive Director at the conclusion of their specified term of office, giving due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required.
The Nomination Committee has considered diversity within the Group, particularly at Board and senior management level, and it is supportive of the recommendations in the Davies Report: Women on Boards. The Company encourages diversity and believe Ophir to be at its core inherently a very diverse company, we make all appointments based on merit alone and do not follow rigid quotas.
Download the Nomination Committee's full terms of reference