Nomination Committee

The Nomination Committee, which comprises John Campion (Chair), Shonaid Jemmett-Page, Haresh Jaisinghani, James Hughes and Gregory Bowes is responsible, amongst other things, for reviewing the structure, size and composition of the Board of the Company and ensuring that it is comprised of the right balance of skills, knowledge and experience, identifying and nominating for approval candidates to fill any vacancies on that Board as and when they arise, giving full consideration to succession planning for the Group, and making recommendations as to the composition of the other committee of the Board.

APR ENERGY PLC (Company No 7062201)
(the "Company")
NOMINATION COMMITTEE TERMS OF REFERENCE

1. MEMBERSHIP
1.1 All appointments to the Nomination Committee shall be made by the Board of the Company (the “Board”) and in consultation with the Chairman of the Nomination Committee.
1.2 The Board shall appoint the Chairman of the Nomination Committee who shall be an independent non-executive director or the Chairman of the Company.
1.3 The Nomination Committee shall comprise at least three members, a majority of whom shall be independent non-executive directors.
1.4 Appointments to the Nomination Committee shall be for a period of up to three years, which may be extended for two further three year periods provided that the majority of the Nomination Committee members remain independent and any other criteria for membership of the Nomination Committee is still met.

2. DUTIES AND AUTHORITY
2.1 The Nomination Committee is a subcommittee of the Board of Directors. Accordingly, the Nomination Committee exercises such powers of the Board as have been delegated to it, is answerable to the Board and will report to it on a regular basis. It is authorised to seek any information which it requires from employees of the Company, all of whom are directed to cooperate with any request made by the Nomination Committee.
2.2 The Nomination Committee shall have the power (as authorised by the Board from time to time), at the Company's expense, to employ the services of such advisers (including outside legal or other professional advisers) as it deems necessary to fulfil its responsibilities within its terms of reference.
2.3 The Nomination Committee shall carry out its duties for the Company, its subsidiary undertakings and the Company's Group as a whole, as appropriate.
2.4 In particular, the Nomination Committee shall:-
2.4.1 ensure that the Company has a formal and transparent procedure for the appointment of new executive and non-executive directors to the Board;
2.4.2 ensure that the Company reviews the balance and effectiveness of the Board, identifying the skills needed and those individuals who might best provide them, in accordance with the Principles of Good Governance and the Code of Best Practice contained in the UK Corporate Governance Code as adopted by, or applicable to, the Company, from time to time ("Code"), the requirements of the UK Listing Authority's Listing, Prospectus and Disclosure and Transparency Rules and any other applicable rules, as appropriate;
2.4.3 review regularly the Board structure, size and composition (including by reference to skills, knowledge, experience and diversity) and make recommendations to the Board with regard to any adjustments that are deemed necessary;
2.4.4 be responsible for identifying and nominating candidates for the approval of the Board, to fill Board vacancies as and when they arise as well as put in place plans for succession, in particular, of the Chief Executive and Executive Chairman of the Company;
2.4.5 before any appointment is made by the Board, 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. In identifying suitable candidates the Nomination Committee shall:-
(a) use open advertising or the services of external advisers to facilitate the search;
(b) consider candidates from a wide range of backgrounds;
(c) 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;
2.4.6 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 marketplace;
2.4.7 keep up to date and fully informed above strategic issues and commercial changes affecting the Company and the market in which it operates;
2.4.8 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;
2.4.9 for the appointment of a Chairman or Executive Chairman of the Company, the Nomination Committee should prepare a job specification, including the time commitment expected. A proposed Chairman or Executive Chariman of the Company's other significant commitments should be disclosed to the Board before appointment and any changes to the Chairman or Executive Chairman of the Company's commitments should be reported to the Board as they arise;
2.4.10 prior to the appointment of a director, the proposed appointee should be required to disclose any other business interests that may result in a conflict of interest and be required to report any future business interests that could result in a conflict of interest;
2.4.11 review the results of the Board performance evaluation process that relate to the composition of the Board;
2.4.12 make recommendations to the Board concerning suitable candidates for the role of senior independent director;
2.4.13 make recommendations to the Board for relevant director training and track attendance of such training on an annual basis;
2.4.14 make recommendations to the Board for the appointment and continuation (or not) in service of a non-executive director having given due regard to their performance and ability to continue to contribute to the Board in light of the knowledge, skills and experience required;
2.4.15 make recommendations to the Board as to the membership of the Audit, Ethics and Remuneration committees, and any other Board committees as appropriate, in consultation with the chairmen of those committees;
2.4.16 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;
2.4.17 make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed;
2.4.18 at least once a year, review its own performance, 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;
2.4.19 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, as the Nomination Committee may require from time to time;
2.4.20 make recommendations to the Board concerning 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;
2.4.21 make recommendations to the Board concerning the re-election by shareholders of directors under the annual re-election provisions of the Code (as applicable) or the retirement by rotation provisions in the Company's articles of association, having due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills 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);
2.4.22 produce a report to be included in the Company's annual report 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; and
2.4.23 the report referred to at 2.4.22 above should include a statement of the Board's policy on diversity, including gender, any measurable objectives it has set for implementing the policy, and progress on achieving the objectives.

3. PROCEDURE
3.1 Only members of the Nomination Committee shall have the right to attend meetings of the Nomination Committee. However, the Nomination Committee may invite any others to attend its meetings as it deems appropriate. Accordingly, other individuals such as the Company's Chief Executive, the Company Secretary and external advisers may be invited to attend all or part of any meeting as and when appropriate.
3.2 In the absence of the Nomination Committee Chairman and/or an appointed deputy, the remaining members present (provided they are not less than two in number) shall elect one of their number to chair the meeting. The Executive Chairman of the Company may not chair the Nomination Committee when it is dealing with his or her succession.
3.3 The company secretary or their nominee shall act as the secretary of the Nomination Committee.
3.4 The quorum for any decisions of the Nomination Committee shall be two members both of whom must be independent non-executive directors.
3.5 A duly convened meeting of the Nomination 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 Nomination Committee.
3.6 The Nomination Committee shall meet at least twice a year and at such other times as the Chairman of the Nomination Committee shall require.
3.7 Meetings of the Nomination Committee shall be summoned by the Company secretary at the request of any of the Nomination Committee members.
3.8 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 Nomination Committee, any other person required to attend and all other non-executive directors, as soon as practicable before the date of the meeting. Supporting papers shall be sent to committee members, and to other attendees as appropriate, at the same time.
3.9 The Company secretary shall minute the proceedings and resolutions of all meetings of the Nomination Committee, including details of those present or in attendance and details of any conflicts of interest notified to the Nomination Committee.

4. OTHER MATTERS
4.1 The Nomination Committee shall:
4.1.1 have access to sufficient resources in order to carry out its duties, including access to the company secretary for assistance as required;
4.1.2 be provided with appropriate and timely training, both in the form of any induction programme for new members and on an ongoing basis for all members; and
4.1.3 give due consideration to laws and regulations, provisions of the Code and requirements of the UK Listing Authority's Listing, Prospectus and Disclosure and Transparency Rules and any other applicable rules, as appropriate.
4.2 The Nomination 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.

5. REPORTING
5.1 Minutes of Nomination Committee meetings shall be circulated promptly to all members of the Nomination Committee and, once agreed, to all members of the Board, unless in the opinion of the Chairman of the Nomination Committee, it would be inappropriate to do so.
5.2 The Chairman of the Nomination Committee shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
5.3 The Chairman of the Nomination Committee shall attend the Annual General Meeting of the Company and be prepared to respond to any shareholder questions on the Nomination Committee's activities and responsibilities.
Adopted by resolution of the Board on 20 November 2014