Purpose
The Nomination Committee is responsible for recommending Board appointments to the Board, and considering succession planning issues, so that the Board and its Committees comprise directors, both executive and non-executive, with the appropriate balance of experience and qualities to deliver the strategic direction, entrepreneurial leadership, values, standards and framework of controls that the Company needs to deliver its vision.

Membership
The Nomination Committee (the Committee) was chaired throughout the year by the Chairman of the Company, who is non-executive. Its other four members throughout 2005 and in 2006 to date have been three independent non-executive directors, Lord Stewartby, Mr Joslin and Mr Mylvaganam, and the Chief Executive.

Terms of reference
All proposals for appointment, election or re-election to the Board, whether in a non-executive or executive capacity, are considered by the Committee, which makes recommendations to the Board. Renomination of directors to the relevant Annual General Meeting is considered on a case by case basis before recommendations are made. The Committee's terms of reference include responsibility for keeping under review and advising the Board on such areas as the Board's structure and composition, the leadership required to ensure the continued competitiveness of the Company, succession planning and committee appointments. No director may participate in any decision regarding his or her own position. The terms of reference are available in the 'Corporate Governance' section of 'Investor Relations' on the Company's website or from the Company Secretary on request.

Meetings
The Committee meets as frequently as is required to fulfil its duties. When there are not specific recommendations or decisions to be made, the Chairman consults members of the Committee between meetings. The Committee met twice during 2004.

Nomination Committee attendance 2005

Committee member	Number of meetings attended
R S Joslin	2
R W Mylvaganam	1
C E L Philipps	2
Lord Stewartby	2
R J Taylor	2
Average % attendance	90%

Activities
Early in the year the Committee agreed a specification for the appointment of two independent non-executive directors. Working with its appointed external search consultants, the Committee recommended Mr Richard Davey to the Board for appointment in December 2005. The Committee has also recommended a second candidate, who is expected to be appointed to the Board later in March.

On the completion of a number of non-executive directors' terms of office, the Committee also considered and recommended their renomination at the 2005 AGM. The Committee also recommended to the Board changes in committee appointments including a new chairman of the Audit Committee. Succession planning continued to be kept under review, with a particular focus during the year on non-executive director succession.

The Committee considered in early 2006 the renomination of the executive directors at the 2006 AGM and concluded that it was appropriate that each of them should be nominated for re-election.
A self-evaluation was conducted by the Committee of its own composition, procedures, contribution and effectiveness, the conclusions of which were agreed at its meeting in January 2006.

By Order of the Board,
on the recommendation of its Nomination Committee

C C T Pender Secretary
9 March 2006