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Kuwait Energy
Kuwait Energy Plc, Queensway House, Hilgrove Street, St Helier, Jersey JEI 1ES, Channel Islands
Meetings
10.
The nomination committee shall meet as required with a minimum of one meeting per financial year
of the Company and at such other times as the chairman of the committee shall require.
11.
No one other than the chairman, other members of the nomination committee and (with the consent
of the chairman of the committee) other non-executive directors is entitled to be present at a meeting
of the nomination committee. The chairman and members shall, however, have the discretion to
decide if other individuals (such as the chief executive, the head of human resources or external
advisers) may be invited to attend for all or part of any meeting, as and when appropriate and
necessary.
12.
The quorum for meetings of the nomination committee shall be two members, each of whom should
be an independent non-executive director, present throughout the meeting in person or by telephone.
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.
13.
Meetings of the nomination committee shall be called by the secretary of the committee at the
request of the chairman or any other member of the nomination committee.
14.
Unless otherwise agreed, notice of each meeting confirming the venue, date and time together with
an agenda of items to be discussed and supporting papers where appropriate shall be forwarded to
each member of the nomination committee and each other person invited to attend no later than five
working days prior to the date of the meeting. All reasonable efforts shall be made to give notice of
meetings of the nomination committee to all members of it and to arrange such meetings so that
members are able to attend them.
15.
A member of the nomination committee may participate in a committee meeting by telephone.
16.
In the event of an equality of votes, the chairman of the nomination committee shall have a casting
vote.
17.
If present, the company secretary (or his or her nominee) shall act as secretary of the nomination
committee. If not present, then the members of the committee shall designate one of those present as
secretary for the purpose of the meeting. The secretary of the committee (or such nominee) shall
prepare minutes of any meeting of the committee, which shall include names of those present and in
attendance and, after approval and signature by the chairman of the committee, shall circulate the
minutes to all members of the committee and to the chairman of the board and, once agreed, to all
other members of the board, unless it would be inappropriate to do so.
18.
The chairman of the nomination committee shall be available to answer questions about the
committee’s activities at the annual general meeting of the Company. All members of the
nomination committee shall also attend the annual general meeting.
Duties
19.
The duties of the nomination committee shall be to:
(a)
regularly review the structure, size and composition of the board (including skills,
knowledge, experience and diversity) of the board and make recommendations to the board
with regard to any changes;