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Nomination Committee Charter
 

Universal Resources Limited ("Company")

1.    Composition

The Nomination Committee shall be structured so that it:

  1. consists of a majority of independent directors;
  2. is chaired by an independent director; and
  3. has at least 2 members.

From time to time, non Committee members may be invited by the Committee to attend meetings of the Committee, if it is considered appropriate.
 

2.    Role

The role of the Nomination Committee is to:
 

  1. implement appropriate selection and appointment practices  for Board positions( although the Board retains ultimate responsibility for these practices);
  2. review Board succession plans;
  3. evaluate the Board's performance; and
  4. make recommendations for the appointment and removal of directors to the Board.

3.    Operations

The Committee shall meet at least once per year or as required. Minutes of all meetings of the Committee are to be kept and the minutes and a report of actions taken is to be provided to the subsequent meeting of the full Board.

Committee meetings will be governed by the same rules as set out in the Company’s Constitution, as they apply to the meetings of the Board. However, a quorum for the purposes of a Committee meeting shall be no less than two Committee members.
 

4.    Responsibilities

a.    Size and Composition of the Board

To ensure that the Board has the appropriate blend of skills with the necessary expertise and relevant industry experience, the Committee shall:

 

  i) regularly review the size and composition of the Board, and make recommendations to the Board on any appropriate changes;

 		 ii) make recommendations to the Board on the appointment of directors; and
      
 		 iii)  
 		 regularly review the time required from non-executive directors and whether non-executive directors are meeting that requirement.

 
b.    Selection Process of new Directors

The Committee shall review the Company's Policy and Procedure for Selection and (Re)Appointment of Directors.  Such procedure should be transparent to promote investor understanding and confidence in the process.

The initial appointment of a new Director is made by the Board.  The new Director will be required to stand for election at the Company's next general meeting.

c.    Performance Appraisal Competency

The Committee shall:

 

  i) establish methods to rate the performance of the Board, Board committees (if any); and when deemed appropriate by the Chair, individual Board members in accordance with the Company's Process for Performance Evaluation;

 		 ii) implement ways to improve director's skills;
       
 		 iii) 
 		 undertake continual assessment of directors as to whether they have devoted sufficient time in fulfilling their duties as directors;

 		 iv) develop a process for and carry out an evaluation of the performance of the Managing Director in accordance with the Company's Process for Performance Evaluation;

 		 v) review and implement the Company's Induction Program and ensure new directors participate in the Induction Program; and

 		 vi) provide directors with access to ongoing education relevant to their position in the Company, if required.


d.    Succession Plans

The Committee shall review the Board's succession plans.  Succession plans are to assist in maintaining the appropriate balance of skills, experience and expertise on the Board.
 

5.    Authority and Resources

The Company is to provide the Committee with sufficient resources to undertake its duties.  The Committee has the authority, as it deems necessary or appropriate, to access advice from external consultants or specialists.