Nomination Committee Charter
Given the present size of the Company, the whole Board acts as the Nomination Committee, if required. The Board believes no efficiencies or other benefits could be gained by establishing a separate Nomination Committee. To assist the Board to fulfil its function as the Nomination Committee, the Board has adopted a Nomination Committee Charter.
The Nomination Committee’s role is to effectively examine the selection and appointment practices of the Company. It is noted that the Board retains ultimate responsibility for these practices.
The responsibilities of the Nomination Committee include to review the size and composition of the Board, the selection process for new Directors and the Company’s succession plans. Furthermore, the Nomination Committee is responsible for the implementation and management of performance appraisals and reviews for the Board, Committees and individual Board members, if appropriate.
Re-election of Directors and Selection and Appointment of New Directors
Given the present size of the Company, the whole Board acts as the Nomination Committee, if required. To assist the Board to fulfil its function as the Nomination Committee, the Board has adopted a Nomination Committee Charter.
All directors (except the Managing Director) are required by the Constitution of SPL to submit themselves for re-election at regular intervals and at least every three years.
Non-executive directors shall serve a maximum of three terms, unless their tenure is extended by the Board. Tenure limits can help to ensure that there are fresh ideas and viewpoints available to the Board. However, it is recognised that they hold the disadvantage of losing the contribution of directors who have developed over time an increasing insight into SPL and its operations.
Before a director is nominated for re-election at a shareholders’ meeting, the Chairman shall consult with the rest of the Board and review the director’s performance before the Board endorses his or her re-nomination.
Non-executive directors are asked to provide the Board with details of other commitments and an indication of time involved. The Board will regularly review the time required of a non-executive director and make an assessment as to whether the directors are able to meet their commitment to SPL.
Pursuant to the Board Charter and subject to the Constitution of SPL, the Board shall decide on the recommendations of new directors.
In selecting new members for the Board, directors shall have regard to the appropriate range of qualifications and expertise needed by the Board as a whole. The directors shall endeavour to appoint individuals who will provide a mix of director characteristics and diverse experiences, perspectives and skills appropriate for SPL.
New directors are provided with a letter of appointment which sets out the key terms and conditions of their appointment. The Company has a formal Induction Program in place.