Oxford Instruments plc: Terms of reference ofNomination committee
January 2024
Principles from the UK Corporate Governance CodeJ.
Appointments to the board should be subject to a formal, rigorous and transparent
procedure, and an effective succession plan should be maintained for board and seniormanagement. Both appointments and succession plans should be based on merit and objective
criteria and, within this context, should promote diversity of gender, social and ethnic
backgrounds, cognitive and personal strengths.
K.
The board and its committees should have a combination of skills, experience andknowledge. Consideration should be given to the length of service of the board as a whole andmembership regularly refreshed.
L.
Annual evaluation of the board should consider its composition, diversity and how
effectively members work together to achieve objectives. Individual evaluation should
demonstrate whether each director continues to contribute effectively.
Terms of reference1.

Membership

1.1
The committee shall comprise at least 2 non-executive directors and the chair of theboard. A majority of the members of the committee shall be independent non-executive
directors.
1.2
Appointments to the committee are made by the board on the recommendation of thenomination committee and will be subject to re-appointment annually as part of the committee
and board effectiveness process.
1.3
Only members of the committee have the right to attend committee meetings. However,other individuals such as the Chief Executive, Chief HR Officer and external advisers may beinvited to attend for all or part of any meeting, as and when appropriate.
1.4
The board shall appoint the committee chair who should be either the chair of the board
or an independent non-executive director. In the absence of the committee chair and/or an
appointed deputy, the remaining members present shall elect one of themselves to chair themeeting from those who would qualify under these terms of reference to be appointed to that
position by the board. The chair of the board shall not chair the committee when it is dealing withthe matter of succession of the chair of the board.
2.

Secretary

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 andproper consideration to be given to issues.
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3.

QuorumThe quorum necessary for the transaction of business shall be two both of whom must be
independent non-executive directors.
4.

Frequency of meetings

The committee shall meet at least once a year and otherwise as required.
5.

Notice of meetings

5.1
Meetings of the committee shall be called by the secretary of the committee at therequest of the committee chair or any of its members.
5.2
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 thecommittee and any other person required to attend no later than five days before the date of themeeting. Supporting papers shall be sent to committee members and to other attendees, asappropriate, at the same time.
6.

Minutes of meeting

6.1
The secretary shall minute the proceedings and decisions of all committee meetings,
including recording the names of those present and in attendance.
6.2
Draft minutes of committee meetings shall be circulated to all members of the committee.
Once approved, minutes should be circulated to all other members of the board and thecompany secretary unless, exceptionally, it would be inappropriate to do so.
7.

Engagement with shareholders

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 ofresponsibility.
8.

Duties

The committee should carry out the duties below for the parent company, major subsidiary
undertakings and the group as a whole, as appropriate.
The committee shall:
8.1
Regularly review the structure, size and composition (including the skills, knowledge,experience and diversity) of the board and make recommendations to the board with regard to
any changes.
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8.2
Ensure plans are in place for orderly succession to board and Management Board
positions, and oversee the development of a diverse pipeline for succession, taking into accountthe challenges and opportunities facing the company, and the skills and expertise needed on theboard in the future.
8.3
Keep under review the leadership needs of the organisation, both executive and nonexecutive, with a view to ensuring the continued ability of the organisation to compete effectively
in the marketplace.
8.4
Keep up-to-date and fully informed about strategic issues and commercial changes
affecting the company and the market in which it operates.
8.5
Be responsible for identifying and nominating for the approval of the board, candidates tofill board vacancies as and when they arise.
8.6
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 and the time commitment
expected. In identifying suitable candidates the committee shall consider
8.6.1 using open advertising or the services of external advisers to facilitate the searchand if the committee decides against doing so document clearly why not
8.6.2

candidates from a wide range of backgrounds

8.6.3 candidates on merit and against objective criteria, having due regard to thebenefits of diversity on the board and taking care that appointees have enough time
available to devote to the position.
8.7
Prior to the appointment of a director, other significant time commitments should bedisclosed and any additional future commitments should not be undertaken without priorapproval of the board. The proposed appointee should also be required to disclose any otherbusiness interests that may result in a conflict of interest. These must be authorised by the board
prior to appointment and any future business interests that could result in a conflict of interest mustnot be undertaken without prior authorisation of the board.
8.8
Ensure that, on appointment to the board, non-executive directors receive a formal letterof appointment setting out clearly what is expected of them in terms of time commitment,committee service and involvement outside board meetings.
8.9
Review the results of the board performance evaluation process that relate to thecomposition of the board and succession planning.
8.10 Review annually the time required from non-executive directors. Performance evaluation
should be used to assess whether the non-executive directors are spending enough time to fulfil
their duties.
8.11 Work and liaise as necessary with other board committees, ensuring the interaction
between committees and with the board is reviewed regularly.

3The committee shall also make recommendations to the board concerning:
8.12 Any changes needed to the succession planning process if its periodic assessment
indicates the desired outcomes have not been achieved.
8.13

Suitable candidates as new directors and succession for existing directors.

8.14 Membership of the audit and risk, remuneration and sustainability committees, and anyother board committees as appropriate, in consultation with the chair of those committees.
8.15 The re-appointment of non-executive directors at the conclusion of their specified term ofoffice having given due regard to their performance and ability to continue to contribute to theboard in the light of knowledge, skills and experience required.
8.16 The re-election by shareholders of directors under the annual re-election provisions of theCode or the retirement by rotation provisions in the company’s articles of association, having due
regard to their performance and ability, and why their contribution is important to the company’slong-term sustainable success in the light of the skills, experience and knowledge required and theneed for progressive refreshing of the board, taking into account the length of service ofindividual directors, the chair and the board as whole.
8.17 Any matters relating to the continuation in office of any director at any time including thesuspension 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.
8.18

The appointment of any director to executive or other office.

9.

Reporting responsibilities

9.1
The committee chair shall report to the board, when required, on the nature and contentof its discussion, recommendations and action to be taken.
9.2
The committee shall make whatever recommendations to the board it deems appropriate
on any area within its remit where action or improvement is needed, and adequate time should
be made available for board discussion when necessary.
9.3
The committee shall produce a report to be included in the company’s annual report
describing the work of the nomination committee, including
9.3.1 the process used in relation to appointments, its approach to succession planningand how both support the development of a diverse pipeline
9.3.2 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
9.3.3 the policy on diversity and inclusion, its objectives and linkage to company strategy,
how it has been implemented and progress on achieving the objectives, and9.3.4

the gender balance of those on the Management Board and their direct reports.
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9.4
If an external search consultancy 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.
10.

Other matters

The committee shall10.1 Have access to sufficient resources in order to carry out its duties, including access to thecompany secretariat for advice and assistance as required.
10.2 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.
10.3 Give due consideration to all relevant laws and regulations, the provisions of the Code andassociated guidance, the requirements of the FCA’s Listing Rules, Prospectus Rules and Disclosure
Guidance and Transparency Rules sourcebook and any other applicable rules, as appropriate.
10.4

Ensure that a periodic evaluation of the committee’s own performance is carried out.

10.5 At least annually, review the committee’s constitution and terms of reference to ensure it isoperating at maximum effectiveness and recommend any changes it considers necessary to theboard for approval.
11.

Authority

The committee is authorised by the board to obtain, at the company’s expense, outside legal orother professional advice on any matters within its terms of reference.

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