NEW TALISMAN GOLD MINES LIMITED (“COMPANY”)
The Company has a committee of the Chairman and The Chief Executive Officer who meet annually to review the responsibilities of the Nomination Charter. Some responsibilities of the committee are assigned to and carried out by the whole Board.
The Nomination Committee shall be structured so that it:
(a) consists of a majority of independent directors;
(b) is chaired by an independent director; and
(c) has at least two members.
From time to time, non Committee members may be invited by the Committee to attend meetings of the Committee, if it is considered appropriate.
The role of the Nomination Committee is to effectively examine the selection and appointment practices of the Company, although the Board retains ultimate responsibility for these practices.
The Committee shall meet at least once a year and otherwise as required. Minutes of all meetings of the Committee are to be kept and the minutes and a report of actions taken to be given at each subsequent meeting of the full Board. Committee meetings will be governed by the same rules as set out in the Company’s Constitution, as they apply to meetings of the Board.
(a) Size and Composition of the Board
To ensure that the Board has the appropriate blend of directors with the necessary expertise and relevant industry experience, the Committee shall:
(i) regularly review the size and composition of the Board, and make recommendations to the Board on any appropriate changes;
(ii) identify and assess necessary and desirable director competencies and provide advice on the competency levels of directors with a view to enhancing the Board;
(iii) make recommendations on the appointment and removal of directors;
(iv) regularly review the time required from non-executive directors and whether non-executive directors are meeting that requirement.
(b) Selection Process of new Directors
The Committee shall review the Company’s Policy and Procedure for Selection and (Re)Appointment of Directors. Such procedure should be transparent to promote investor understanding and confidence in the process.
The Committee is empowered to engage external consultants in its search for a new director.
The initial appointment of a new Director is made by the Board. The new Director will be required to stand for election at the Company’s next general meeting.
(c) Performance Appraisal Competency
The Committee shall:
(i) Make recommendations to the Board for evaluation of the performance of the Board, and when deemed appropriate by the Chair, individual Board members in accordance with the Company’s Process for Performance Evaluation;
(ii) implement ways of enhancing the competency levels of directors;
(iii) consider and articulate the time required by Board members in discharging their duties efficiently;
(iv) undertake continual assessment of directors as to whether they have devoted sufficient time in fulfilling their duties as directors;
(v) develop a process for and carry out an evaluation of the performance of the Managing Director / CEO or equivalent in accordance with the Company’s Process for Performance Evaluation;
(vi) review and implement the Company’s Induction Program;
(vii) ensure new directors participate in the Induction Program; and
(viii) provide all directors with access to ongoing education relevant to their position in the Company.
(d) Succession Plans
The Committee shall review the Board’s succession plans. Succession plans are to assist in maintaining the appropriate balance of skills, experience and expertise on the Board.
5. Authority and Resources
The Company is to provide the Committee with sufficient resources to undertake its duties. The Committee has the authority, as it deems necessary or appropriate, to access advice from external consultants or specialists.