The Nomination Committee is a Committee of the Board as defined within the Company's Articles of Association. Its powers and discretions are delegated to it by the Board of Directors of the Company as set out below.

Members of the Committee shall be appointed by the Board and shall be made up of the Chairman, Chief Executive and independent non-executive directors as follows:

• David Shearer (Chairman)
• Bruce Anderson
• Jim McMahon
• Stephen Stone

Only members of the Committee have the right to attend Committee meetings. However, other individuals and external advisers may be invited to attend for all or part of any meeting as and when appropriate.

The Board shall appoint the Committee Chairman who shall be the Chairman or an independent non-executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting. The Chairman should not chair the Committee when it is dealing with the appointment of a successor to the chairmanship.

No Committee member should be involved in any decision regarding their own re-appointments.

The Company Secretary shall act as the Secretary of the Committee.

The quorum necessary for the transaction of business shall be two. 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.

The Committee shall meet at times as the Chairman of the Committee shall require.

Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of any of its members.

Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend, no later than four days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.

The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

Minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board, unless a conflict of interest arises.

The Chairman of the Committee shall attend the Annual General Meeting and be prepared to respond to any shareholder questions on the Committee's activities.

The duties of the Committee are as follows:

• To be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;
• Before making an appointment, to evaluate the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment;
• To review annually the time required from a non-executive director. Performance evaluation should be used to assess whether the non-executive director is spending enough time to fulfil their duties;
• To consider candidates from a wide range of backgrounds and look beyond the 'usual suspects';
• To give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the company and what skills and expertise are therefore needed on the Board in the future;
• To regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the board with regard to any changes;
• To keep under view 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;
• To make statement in the annual report about its activities; the process used for appointments and explain if external advice or open advertising has not been used; the membership of the committee, number of Committee meetings and attendance over the course of the year;
• To make available its terms of reference explaining clearly its role and the authority delegated to it by the Board; and
• To 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 of board meetings.

The Committee should make recommendations to the Board:

• as regards plans for succession for both executive and non-executive directors;
• as regards the re-appointment of any non-executive director at the conclusion of their specified terms of office;
• concerning the re-election by shareholders of any director under any retirement by rotation provisions in the Company's Articles of Association;
• concerning any matters relating to the continuation in office of any director at any time;
• concerning the appointment of any director to executive or other office other than to the positions of Chairman and Chief Executive, the recommendation for which would be considered at a meeting of the Board; and
• as regards the training of directors specifically in the role as director of the parent of the Crest Nicholson group of companies howsoever they are constituted at any time.