Development Bank of Wales Plc
Nomination Committee
Terms of Reference 2025
Reviewed by nomination committee date:
29.04.2025
Reviewed and approved by the board date:
30.04.2025
1. CONSTITUTION
1.1 The Development Bank of Wales group (‘group’) comprise Development Bank of Wales Plc (‘DBW’) and its direct and indirect subsidiary companies.
1.2 The board of DBW (‘the board’) has established a committee known as the nomination committee (‘the committee’).
2. PURPOSE
2.1 The role of the committee is to:
2.2 support and advise the board in ensuring it is comprised of individuals who are best able to discharge the duties and responsibilities of directors
2.3 focus primarily on the composition, appointments, succession and effectiveness of the Board, ensuring that both appointments and succession plans are based on merit and objective criteria and, within this context, promote diversity of gender, social and ethnic background, cognitive and personal strengths and
2.4 oversee the adoption of appropriate internal policies on the assessment of the suitability of non-executive director, the chief executive officer and other key personnel subject to regulatory approval.
3. MEMBERSHIP AND ATTENDANCE
3.1 The committee shall comprise all of the current non-executive directors of DBW.
3.2 The chair of the committee should be the chair of the board. when considering the appointment of the chair of the board, the senior independent director will chair the committee.
3.3 In the absence of the committee chair the remaining non-executive directors present shall elect one of themselves to chair the meeting.
3.4 Only members of the committee have the right to attend committee meetings. The committee shall, at their discretion, invite other persons to attend the meetings to provide information so as to assist the committee in the discharge of its duties. For the avoidance of doubt, such persons shall not be entitled to vote on any resolutions of the committee, and they may collectively or individually be requested to withdraw from meetings of the committee if required to do so by the chair of the committee.
3.5 The committee may form sub-committees as required from time to time to manage specific nominations. the terms of reference of any sub-committee will be subject to approval by the nomination committee.
3.6 All members of the committee shall be advised of the business to be transacted at any meeting even if they are unable to attend.
4. SECRETARY
4.1 The company secretary or their nominee shall act as the secretary of the committee and will ensure that the committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues.
5. QUORUM
5.1 The quorum necessary for the transaction of business shall be three all of whom must be an independent non-executive director.
6. FREQUENCY OF MEETINGS
6.1 The committee shall meet at least twice a year and otherwise as required and where possible, meetings should be time-tabled to coincide with board meetings so that attendance is maximised.
7. NOTICE OF MEETINGS
7.1 Meetings of the committee shall be called by the company secretary or their nominee at the request of the committee chair or any of its members.
8. MINUTES OF MEETINGS
8.1 The company secretary or their nominee shall minute the proceedings of all meetings including the names of those present and in attendance.
8.2 Draft minutes of committee meetings shall be circulated to all members of the committee and attendees. once approved, minutes should be circulated to all other members of the board and the company secretary or their nominee unless, exceptionally, it would be inappropriate to do so.
9. ENGAGEMENT WITH SHAREHOLDERS
9.1 The committee chair should attend the annual general meeting to answer any shareholder 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.
10. DUTIES
10.1 The committee will carry out the duties as set out in sections 11-15.
11. BOARD EFFECTIVENESS
The committee shall:
11.1 consider and set the scope for the non-executive director skills audit and performance review of the chair of the board, each non-executive director individually, the board and board committees
11.2 facilitate the external performance review at least once every three years
11.3 agree an action plan addressing the results of the non-executive director performance review and skills audit.
12. SUCCESSION PLANNING
12.1 The committee will operate an annual cycle to review and make recommendations to the board for succession planning purposes. The key objective of board succession planning is to maintain an appropriate balance of skills, experience, independence, knowledge and diversity to ensure progressive refreshing of the board. Particular attention shall be paid to succession in respect of the group chief executive officer, the chair of the board and other key board positions e.g., senior independent director.
12.2 The committee, in order to have oversight of the group’s succession programme, will review at regular intervals and at least once a year, a report on the group’s succession programme, including any measures being taken to improve the diversity and talent.
13. NEW APPOINTMENTS
13.1 The committee shall be responsible to the board for leading the process for board and board committee appointments, such process to include the use of open advertising and/or engagement of an external search consultancy if appropriate and in line with procurement policy and processes.
13.2 The committee shall be responsible for identifying and nominating candidates for appointment for approval by the board for appointment as directors (both executive and non-executive) of the company and members of board committees.
13.3 The committee will ensure that prospective non-executive director will have sufficient time to fulfil their duties and that any significant new appointments outside the group are subsequently disclosed to the board.
13.4 The committee will agree the role job description and appointment letter.
13.5 The committee will agree the non-executive director recruitment plan.
14. SERVING NON-EXECUTIVE DIRECTORS
The committee shall:
14.1 consider additional commitments of non-executive directors during their tenure, especially where such commitments might affect the time the non-executive director is able to devote to their role, and review annually the time commitment required of non-executive director, considering the assessment made in performance review
14.2 make recommendations to the board concerning the continuation, re-election or renewal of terms of office of directors including the independence of non-executive directors based on a review of their performance, conduct and ability to contribute as well as the need for progressive refreshing of the board.
15. REPORTING
15.1 The committee chair shall report formally to the board on its proceedings after each meeting on all matters within its duties and responsibilities.
15.2 The committee shall make whatever recommendations to the board it deems appropriate on any area within its remit.
15.3 The committee shall provide a description of its work in the annual report in line with the requirements of the Companies Act 2006 and should consider the guidance within the UK Corporate Governance Code 2024.
16. OTHER MATTERS
The committee shall:
16.1 assist the chair of the board, in discharging their duties that affect the functions and responsibilities of the board, as appropriate, including induction, training and professional development of all members of the board. Assessing the suitability of directors, the chief executive officer and other key personnel
16.2 at least once a year review its own performance, 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
16.3 be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.
16.4 The committee shall have access to sufficient resources in order to carry out its duties including access to the company secretary for assistance as required.
17. AUTHORITY
17.1 The board has delegated powers to the nomination committee (with power to sub-delegate).
17.2 The committee is authorised by the board to seek any information it requires from any employee of the organisation in order to perform its duties.
17.3 The committee is authorised to obtain independent professional advice at the expense of the DBW Plc if it considers this necessary. Arrangements for this advice should be channelled through the company secretary.
FURTHER READING
The Chartered Governance Institute
The Nomination Committee – coming out of the shadows May 2016
https://www.cgi.org.uk/knowledge/research/the-nomination-committee
FCA Corporate Governance Code
https://www.frc.org.uk/library/standards-codes-policy/corporate-governance/uk-corporate-governance-code/
Companies Act 2006
https://www.legislation.gov.uk/ukpga/2006/46/contents
