Nominations and Governance Committee (“the Committee")

 

1. Purpose

The Nominations and Governance Committee (the “Committee”) of Camellia plc (the “Company”) assists the Board of Directors of the Company (the “Board”) in fulfilling its responsibilities primarily by reviewing and making recommendations to the Board in relation to:

·         appointments to the Board;

·         appointment of the Company Secretary;

·         ensuring there is a robust process for succession planning for the Company’s Executive Committee and members of the Board; and

·         the Company’s corporate governance framework.

2. Membership

2.1 Members of the Committee shall be appointed by the Board. The members shall consist of the Chairman of the Company (the “Chairman”), who shall act as chairman of the Committee, and at least one independent non-executive director.

2.2  Where a meeting is dealing with the appointment of a successor to the Chairman or in the absence of the Chairman, any independent non-executive director on the Committee may chair the meeting.

2.3  A quorum shall be two members.

3. Secretary

3.1 The Company Secretary shall be the secretary of the Committee.

4. Attendance at meetings

4.1 Only Committee members shall be entitled to attend Committee meetings. The Committee may at its discretion invite other members of the Board, the Company's auditors or any other person to attend meetings.

5. Frequency of meetings

5.1 The Committee shall meet as frequently as required and at least once a year.

6. Authority

6.1 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, professional advice on any matter within its terms of reference.

6.2 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.

7. Responsibilities

Board composition and performance

7.1 Reviewing regularly the structure, size and composition of the Board, including the balance of skills, knowledge and experience and making recommendations to the Board with regard to any changes.

7.2 Making recommendations to the Board on the independence of non-executive directors.

7.3 Making recommendations to the Board as to the policy on the term of appointment of non-executive directors.

7.4 Making recommendations to the Board concerning a general policy for the approval of acceptance of appointments to external offices by Executive Directors and members of the Executive Committee.

7.5  Review orientation and induction plans for new Directors.

7.6 Making recommendations in relation to an internal or external evaluation of the Board’s performance and, if considered appropriate, that of its committees and of individual directors, and providing support in co-ordination of such.

Succession Planning

7.7 Working closely with the Board and the Chair to identify the skills, experience, and other characteristics and capabilities required on the Board and in the Executive Committee, including with a view towards the next stage in the Company’s development, linking the Company’s strategy to future changes on the Board and on the Executive Committee.

7.8 Identifying any potential gaps in skillsets, experience, capabilities and background on the Board and on the Executive Committee, and developing robust and transparent appointment criteria.  

 7.9 Assessing succession plans and possible internal candidates for future Board roles, as well as considering contingency planning for the absence of Executive Directors.

7.10 Making recommendations to the Board concerning any matter relating to the continuation in office, suspension or termination of service of any Director or the Company Secretary (subject to the provisions of the law and their service contracts).

Corporate Governance

7.11 Reviewing the Company’s corporate governance framework both internally and in relation to how it interacts with those of operating companies.

7.12 Assisting the Board with periodic review of the provisions of the QCA Code in order to ensure that Board members fully understand the key provisions, act effectively in accordance with those provisions (unless derogations are agreed) and are able to annually evaluate Board effectiveness against those provisions.

7.13  Monitor the Company’s compliance with applicable legal, regulatory and listing requirements in respect of corporate governance and recommend to the board any changes, if required.

7.14 Receiving and considering reports on views expressed by the Company's shareholders in relation to governance matters.

Other matters

7.15 Considering such other nominations and governance matters as may be requested by the Board.

8. Reporting

8.1 The Chairman shall report to the Board on all proceedings and matters within the Committee’s duties and responsibilities.

8.2 The Committee shall make recommendations to the Board regarding actions or improvement in any area within its remit which it deems appropriate.

9.  Review

The Committee shall review these Terms of Reference periodically to ensure that the Committee is operating effectively and shall make recommendations to the Board on any changes it considers necessary.

Approved and adopted by the Board on 28 January 2026.