Boohoo Group PlcLSE: DEBS

Nominations Committee (nomination committee february 2025)

· Issued by Boohoo Group Plc
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Nomination Committee Terms of Reference Boohoo Group plc

Dated 27 February 2025

Contents Clauses

  1. Definitions 1

  2. Introduction 1

  3. Membership 2

  4. Secretary 2

  5. Quorum 2

  6. Voting arrangements 2

  7. Frequency of meetings 2

  8. Notice of meetings 3

  9. Minutes of meetings 3

  10. AGM 3

  11. Duties 3

  12. Reporting responsibilities 5

  13. Other matters 5

  14. Authority 6

‌Boohoo Group Plc (Company) Nomination Committee Terms of Reference
  1. Definitions

    In these terms of reference:

    Board

    means the board of directors of the Company

    Code

    the Quoted Companies Alliance (QCA) Corporate Governance Code or such other corporate

    governance code adopted by the Company in

    accordance with the AIM Rules for Companies

    Committee

    means the nomination committee of the Board constituted at a meeting of the Board in accordance

    with the Company's articles of association

    Group

    means the Company and its subsidiary undertakings from time to time

    Senior Manager

    means the employees of any member of the Group

    (excluding executive and non-executive directors of

    the Board) who:

    (a) have a salary of greater than £300,000 per

    annum; and/or

    (b) are directors for certain operationsof the

    Group (save that they are not formal

    directors of the Board) and participate in Company's long term incentive arrangements.

    ‌1

    Introduction

    1. The primary purpose of the Committee is to lead the process for executive and non-excutive Board appointments and to make recommendations to the Board to achieve the optimal composition of the Board having regard to:

      1. its size and composition;

      2. the extent to which required skills, experience or attributes are represented; and

      3. the need to maintain the highest standard of corporate governance,

        and ensuring that it consists of individuals who are best able to discharge the responsibilities of directors.

    2. The Committee is also to periodically review Senior Manager appointments and to make recommendations to the CEO to achieve the optimal composition of all Senior Managers having regard to:

      1. their size and composition;

      2. the extent to which required skills, experience or attributes are represented; and

      3. the need to maintain the highest standard of corporate governance,

and ensuring that the Senior Manager group are best able to discharge the responsibilities for the operations of the Group.

  1. Membership

    1. The members of the Committee shall be appointed by the Board. The Committee shall comprise at least three directors, a majority of whom shall be independent non-executive directors.

    2. Only members of the Committee have the right to attend Committee meetings. However, other individuals (such as the Group Chief Executive Officer, the Chief People Officer and external advisers) may be invited to attend for all or part of any meeting, as and when appropriate andnecessary.

    3. Appointments to the Committee shall be made by the Board and shall be for a period of up to three years, which may be extended for further periods of up to three years provided the director still meets the criteria for membership of the Committee.

    4. The members of the Committee can be varied at any time by a majority resolution of the existing members of the Committee, save that the majority of the Committee must remain independent and non-executive directors.

    5. The Board shall appoint the chairman of the Committee, who shall be either the Chairman of the Board or an independent non-executive director. In the absence of the chairman of the Committee and/or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting from those who would qualify under these terms of reference to be appointed to that position by the Board. The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the chairmanship.

    6. The Committee chairman and members shall be listed each year in the Company's annual report.

  2. ‌Secretary

    The Company secretary or his/her nominee shall act as the secretary of the Committee.

  3. ‌Quorum

    The quorum necessary for the transaction of business shall be any two independent non-executive director members of the Committee.

  4. ‌Voting arrangements

    1. Each member of the Committee shall have one vote which may be cast on matters considered at the meeting. Votes can only be cast by members attending a meeting of the Committee.

    2. Each member of the Committee shall disclose to the Committee:

      1. any personal financial interest (other than as a shareholder) in any matter to be decided by the Committee; or

      2. any potential conflict of interest arising from a cross-directorship.

    3. If a matter that is considered by the Committee is one where a member of the Committee, either directly or indirectly has a personal interest, that member shall not be permitted to vote at the meeting.

    4. Save where he has a personal interest, the chairman of the Committee will have a casting vote.

  5. ‌Frequency of meetings

    The Committee shall meet at least once a year and otherwise as agreed between the members of the Committee or as required.

  6. ‌Notice of meetings

    1. Meetings of the Committee shall be called by the secretary of the Committee at the request of the chairman of the Committee.

    2. 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, any other person required or invited to attend and all other non-executive directors, no later than five working 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.

  7. ‌Minutes of meetings

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

    2. The secretary of the Committee shall ascertain, at the beginning of each Committee meeting, the existence of any conflicts of interest and minute them accordingly.

    3. Draft minutes of Committee meetings shall be circulated promptly to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board, unless a conflict of interest exists or, in the opinion of the chairman of the Committee, it would otherwise be inappropriate to do so.

  8. ‌AGM

    The chairman of the Committee shall attend the annual general meeting to answer any shareholder questions on the Committee's activities.

  9. ‌Duties

    The Committee shall carry out the duties below for the Company, subsidiary undertakings and the Group as a whole, as appropriate.

    1. The Committee shall:

      1. regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and Senior Managers, and make recommendations to the Board with regard to any changes; The CEO shall have the authority to implement structural changes at Senior Manager level subject to periodic reivew by the Committee;

      2. give full consideration to succession planning for executive directors and other Senior Managers in the course of its work, taking into account the challenges and opportunities facing the Group, and the skills, and expertise needed on the Boardand Senior Managers in the future. The CEO shall have the authority to approve Senior Manager appointments without requiring immediate Committee approval.

      3. in fulfilling its duties under 11.1.1 and 11.1.2, ensure that ESG skills and experience are taken into account in relation to board composition, appointments, succession planning and training;

      4. keep under review 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 market place;

      5. keep up to date and fully informed about strategic issues and commercial changes affecting the Group and the market in which it operates;

      6. be responsible for identifying, and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;

      7. be responsible for identifying, and nominating for the approval of the Board

        candidates for executive and non-executive director positions as and when they arise;

      8. before any appointment is made by the Board, evaluate the balance of skills, knowledge, experience and diversity on the Board, and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates, the Committee shall:

        1. use open advertising or the services of external advisers to facilitate the search;

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

        3. consider candidates on merit and against objective criteria and with due regard for the benefits of diversity on the Board, including gender, taking care that appointees have enough time available to devote to the position;

      9. for the appointment of a chairman of the Board, the Committee should prepare a job specification, including the time commitment expected. A proposed chairman's other significant commitments should be disclosed to the Board before appointment and any changes to the chairman's commitments should be reported to the Board as they arise and disclosed in the next annual report;

      10. prior to the appointment of an executive or non-executive director to the Board, the proposed appointee should be required to disclose any other business interests that may result in a conflict of interest and be required to reportany future business interests that could result in a conflict of interest;

      11. when considering the appointment of both executive and non-executive directors to the Board, review such directors' positions and interestsin other companies or firms, in order to identify any conflicts or potential conflicts of interest and make recommendations to the Board as to whether these positions and interests should be authorised;

      12. review each director of the Board's conflicts authorisations annually to check it is appropriate for the relevant matters toremain authorised and make recommendations to the Board accordingly;

      13. 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, service on committees and involvement outside Board meetings;

        review the results of the Board performance evaluation process that relate to thecomposition of the Board

      14. review annually the time required from non-executive directors of the Board. Performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfil their duties;

      15. work and liaise as necessary with all other Board committees; and

      16. consider such other matters as may be required by the Board.

    2. The Committee shall also make recommendations to the Board concerning:

      1. formulating plans for succession for both executive and non-executive directors of the Board and, in particular, for the key roles of Chairman of the Board and Chief Executive (but see paragraph 11.2.7 below); The CEO shall have authority over internal succession planning for Senior Manager roles, which shall be subject to periodical Committee review;

      2. suitable candidates for the role of senior independent director of the Board;

      3. membership of the Audit and Risk, Remuneration, and ESG Committees, and any other Board committees as appropriate, in consultation with the chairmen of those committees;

      4. the re-appointment of any non-executive director of the Board at the conclusion of his/her specified term of office, having given due regard to his/her performance and ability to continue to contribute to the Board in light of the skills, knowledge and experience required;

      5. the re-election by shareholders of any director of the Board under the "retirement by rotation" provisions in the Company's articles of association, having given due regard to his/her performance and ability to continue to contribute to the Board in the light of the skills, knowledge and experience required and the need for progressive refreshing of the Board (particularly in relation to directors being re-elected for a term beyond six years);

      6. any matters relating to the continuation in office of any director of the Board at any time, including the suspension or termination of service of an executive director of the Board as an employee of the Company (subject to any relevant legal requirements and his/her service contract); and

      7. ‌the appointment of any director of the Board to executive or other office (including, for the avoidance of doubt, the positions of Chairman of the Board and chief executive).

    3. In carrying out his specific duties set out above, each member of the Committee should also consider his general duties as a director of the Company, including without limitation:

      1. his duty to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, having regard to all relevant factors;

      2. his duty to exercise independent judgment;

      3. his duty to exercise reasonable care, diligence and skill;

      4. his duty to avoid conflicts of interest; and

      5. his duty to act in accordance with the Company's constitution and only exercise his powers for the purposes for which they were conferred.

  10. ‌Reporting responsibilities

    1. The chairman of the Committee shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

    2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

    3. The Committee shall make a statement in the Company's annual report and accounts about its activities, the process used to make appointments and explain if external advice or open advertising has not been used. Where an external search agency has been used, it shall be identified in the annual report and a statement made as to whether it has any connection with the Company. The report should include a statement of the Board's policy on diversity, including gender, any measurable objectives that it has set for implementing the policy and progress on achieving objectives.

  11. ‌Other matters

    The Committee shall:

    1. have access to sufficient resources in order to carry out its duties, including access to the Company secretary for assistance as required;

    2. 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;

    3. give due consideration to laws and regulations, and the provisions of the Code, as appropriate;

    4. 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 for approval; and

    5. ensure that these terms of reference are made available by placing them on the Company's website.

  12. ‌Authority

    1. The Committee is authorised by the Board to examine any activity within its terms of reference and is authorised to obtain, at the Company's expense, outside legal or other professional advice on any matters within its terms of reference.

    2. 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 is authorised to seek any information it requires from any employee or director, and all such employees or directors will be directed to co-operate with any request made by the Committee.