Headlam Group plc (the “Company”)

Nomination Committee - Terms of Reference

The members of the Nomination Committee (the “Committee”) will be appointed by the board of directors of the Company (the “Board”) on recommendation by the Committee. The Committee will consist of at least three members, a majority of which will be independent non-executive directors. The Board will appoint the Chair of the Committee who should be either the Chair of the Board or an independent non-executive director. In the absence of the Chair at any specific meeting, 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 will not chair the Nomination Committee when it is dealing with the appointment of their successor.

Meetings will normally be held at least twice a year and otherwise as required and may be held by video conference, telephone or by any other manner permitted in the Company’s constitution.

The Company Secretary will be the Secretary to the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration. Unless otherwise agreed, meetings of the Committee shall be called by the Secretary of the Committee at the request of the Committee Chair or 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 5 working days before the meeting.

A quorum at meetings of the Committee will be two, both of whom must be independent non-executive directors. Only members of the Committee will have the right to attend Committee meetings. However, other individuals such as the Chief Executive, People Director and external advisors may be invited to attend meetings of the Committee on a regular basis and other non-members may be invited to attend all or part of any meeting as and when appropriate.

The Secretary shall minute the proceedings and decisions of all Committee meetings, including the names of those present and in attendance. Draft minutes will be circulated to members of the Nomination Committee for approval and, following approval, to the Board unless the Committee Chair considers it would be inappropriate to do so.

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 where it is considered appropriate to do so.

The Committee should carry out the duties detailed below for the parent company, major subsidiary undertakings and the Group as a whole, as appropriate. The Committee shall:

1. Regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board (and its primary committees) and make recommendations to the Board with regard to any changes.

2. Ensure plans are in place for orderly succession to Board and senior management positions and oversee the development of a diverse pipeline for succession, taking into account the challenges and opportunities facing the Company, and accordingly, the Board’s present and future needs for skills and expertise.

3. Keep under review the leadership needs of the Company, both executive and non-executive, with a view to ensuring its continued ability to compete effectively in the marketplace.

4. Be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise.

5. Prior to any appointment, evaluate the balance of skills, knowledge, experience and diversity (including diversity of gender, social and ethnic backgrounds, cognitive and personal strengths) on the Board, and prepare a description of the role and capabilities required and time commitment expected. In identifying suitable candidates, the Committee shall:

5.1. use open advertising and/or an external search consultancy to facilitate the search;

5.2. consider candidates from a wide range of backgrounds; and

5.3. consider candidates on merit and against objective criteria, having due regard to the benefits of diversity and taking care that appointees have enough time available to devote to the position.

6. Prior to the appointment of a director, other significant time commitments should be disclosed and any additional future commitments should not be undertaken without prior approval. The proposed appointee should also be required to disclose any other business interests that may result in a conflict of interest. These must be authorised and any future business interests that could result in a conflict of interest must not be undertaken without prior authorisation.

7. Review the results of the Board performance evaluation process that relate to the composition of the Board and succession planning.

8. Review annually the time commitment required of non-executive directors and evaluate whether non-executive directors are committing enough time to fulfil their duties.

9. 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.

10. Work and liaise as necessary with other board committees, ensuring the interaction between committees and with the Board is reviewed regularly.

11. Make recommendations to the Board on:

11.1. any changes to the succession planning process if its periodic assessment indicates the desired outcomes have not been achieved;

11.2. suitable candidates as new directors and succession for existing directors;

11.3. membership of the Audit and Remuneration Committees, in consultation with the Chairs of those committees;

11.4. the re-appointment of non-executive directors 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 knowledge, skills and experience required;

11.5. the re-election by shareholders of any director under the annual re-election provisions of the UK Corporate Governance Code (the “Code”) or the retirement by rotation provisions in the Company’s articles of association, having due regard to their performance and ability and why their continuation is important to the Company’s long-term sustainable success in light of the knowledge, skills and experience required and the need for progressive refreshing of the Board, taking into account the length of service of individual directors, the chair and the board as a whole;

11.6. 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

11.7. the appointment of any director to executive or other office.

The Nomination Committee shall:

• have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for assistance as required;
• 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;
• arrange for periodic reviews of its own performance; and
• at least annually, review its constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board.

After each meeting, the Committee Chair will report to the Board on the nature and content of its proceedings and make appropriate recommendations on any area within its remit and action to be taken.

The Committee shall produce a report to be included in the Company’s annual report describing the work of the Committee, including:

• the process used in relation to appointment, its approach to succession planning and how both support the development of a diverse pipeline;
• how Board evaluation has been conducted, the nature and extent of an external evaluator’s contact with the Board and individual directors, the outcomes and actions taken, and how it has influenced or will influence board composition;
• the policy on diversity and inclusion, its objectives and linkage to Company strategy, how it has been implemented and progress on achieving the objectives; and
• the gender balance of those in the senior management team and their direct reports.

If an external search company has been engaged, it should be identified in the annual report alongside a statement about any other connection it has with the Company or individual directors.

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.

Approved and adopted on 6 December 2021