NOMINATION COMMITTEE MEMBERS
Andrew Kitchingman – Chair
Sara Fowler
Doug Robertson
Matthew Taylor
MPAC GROUP PLC
TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE
Approved by the Board on 12 June 2025
1. COMPOSITION AND AUTHORITIES
1.1 The members of the Nomination Committee (“the Committee”) shall be appointed by the Board.
1.2 Appointment to the Committee shall be for a period of up to three years, which may be extended for two further periods of up to three years, provided the director still meets the criteria for membership of the Committee.
1.3 The Committee shall comprise at least two independent non-executive directors of the Company. The Chair of the Committee should be either the Chair of the Board or an independent non-executive director. In the absence of the Chair of the Committee and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting from those who would qualify under these terms of reference to be appointed to that position by the Board. The Chair of the Board shall not chair the Committee when it is dealing with the matter of their succession.
1.4 The Company Secretary or their nominee shall act as secretary of the Committee.
1.5 The Committee shall meet at least twice a year and otherwise as required.
1.6 A meeting of the members of the Committee may consist of a conference between Committee members some or all of whom are in different places provided that each Committee member may participate in the business of the meeting whether directly, by telephone or by any other electronic means which enables them:
a) to hear each of the other participating Committee members addressing the meeting; and
b) if they so wish, to address all of the other participating Committee members simultaneously.
1.7 The quorum necessary for the transaction of business shall be two members of whom at least one must be an independent non-executive director. 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.
1.8 A quorum is deemed to be present if at least the number of Committee members required to form a quorum may participate in the manner specified in paragraph 1.6 above in the business of the meeting.
1.9 A Committee meeting held in the manner specified in paragraph 1. 6 above is deemed to take place at the place where the largest group of participating Committee members is assembled or, if no such group is readily identifiable, at the place from where the Chair of the meeting participates.
1.10 Other directors or executives of the Company may be invited by the Committee to attend for all or part of any meeting of the Committee but shall not be involved in any decisions relating to their own nomination.
1.11 The Committee is authorised to seek any information it requires from any employees or officers. In seeking any advice or assistance from any of the Company’s executives, the Committee is to ensure that such role is clearly separated from the executive’s role within the business.
1.12 The Committee is authorised by the Board to obtain, at the Company’s expense, outside legal or other professional advice on any matters within its terms of reference.
2. RESPONSIBILITIES
2.1 The Committee should carry out the duties below for Mpac Group plc, and the Group as a whole, as appropriate.
2.2 The Committee shall:
a) 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 necessary;
b) 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 the skills and expertise needed on the Board in the future;
c) keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates;
d) be responsible for identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as and when they arise;
e) 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. In identifying suitable candidates the Committee shall;
(i) consider using open advertising or the services of external advisers to facilitate the search;
(ii) consider candidates from a wide range of backgrounds;
(iii) consider candidates on merit and against objective criteria and with due regard for the benefits of diversity on the Board, including but not exclusively restricted to gender and ethnic backgrounds taking care that appointees have enough time available to devote to the position;
f) for the appointment of a chair, the Committee should prepare a job specification, including the time commitment expected. A proposed chair’s other significant commitments should be disclosed to the Board before appointment and any changes to the chair’s commitments should be reported to the Board as they arise;
g) prior to the appointment of a director, the proposed appointee should be required to disclose any other business interests that may result in a conflict of interest and be required to report any future business interests that could result in a conflict of interest;
h) keep under review any authorisations granted by the Board in connection with a directors’ conflict of interest;
i) 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;
j) 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;
k) review the results of the Board performance evaluation process that relate to the composition of the Board; and
l) review annually the time required from non-executive directors. Performance evaluation should be used to assess whether the non-executive directors have devoted sufficient time to fulfil their duties;
2.3 The Committee shall also make recommendations to the Board concerning;
a) formulating plans for succession for both executive and non-executive directors and in particular for the key roles of chair and chief executive;
b) suitable candidates for the role of senior independent director;
c) membership other Board committees as appropriate, in consultation with the chair of those committees;
d) 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 Board in the light of the knowledge, skills and experience required;
e) the annual re-election of directors currently in office, having due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required and the need for progressive refreshing of the Board (particularly in relation to directors being re-elected for a term beyond six years);
f) 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
g) the appointment of any director to executive or other office.
3. REPORTING
3.1 The Committee Chair shall report to the Board after each meeting of the Committee on all matters within its duties and responsibilities.
3.2 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
3.3 The Committee shall prepare a report on its role and responsibilities and the actions it has taken to discharge those responsibilities for inclusion in the Company’s Annual Report. The report should include the process used to make appointments and explain if external advice or open advertising has not been used. Where an external search agency has been used, it shall be identified in the annual report and a statement made as to whether it has any connection with the Company.
3.4 The Committee Chair should attend the annual general meeting to answer any shareholder questions on the Committee’s activities.
3.5 The Committee shall annually review its terms of reference and its own effectiveness and recommend any changes to the Board.
4. DUTIES OF THE SECRETARY
4.1 Meetings of the Committee shall be called by the secretary of the Committee at the request of the Chair or any member thereof.
4.2 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 and any other person required to attend not later than two working days prior to the date of the meeting or such other reasonable time considered appropriate preparation for the business of the meeting. Notices, agendas and supporting papers can be sent in electronic form where the recipients have agreed to receive documents in such a way.
4.3 The Secretary shall be required to keep a proper and timely record of meetings of the Committee and circulate such minutes to all members of the Committee and the Board unless in the opinion of the Committee Chair it would be inappropriate to do so.
4.4 The Secretary shall ensure that the Committee is properly constituted within these terms of reference. Any actual or anticipated variance of these terms should be brought to the attention of the Chair of the Committee and the Chair of the Board as appropriate.
4.5 The Secretary shall ensure that these terms of reference are publicly available.
5. OTHER MATTERS:
5.1 The Committee shall:
a) have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for assistance as required;
b) be provided with appropriate and timely training, both in the form of an induction programme for new members and an ongoing basis for all members;
c) give due consideration to laws and regulations, the provisions of the QCA Code and the requirements of the AIM Rules, such elements of the Disclosure Guidance and Transparency Rules that may apply to an AIM company, the UK Market Abuse Regulations and any other applicable rules, as appropriate; and
d) oversee any investigation of activities which are within its terms of reference.