Succession Planning Committee

The purposes of the Succession Planning Committee are (1) to assist the Board in the performance of its responsibilities relating to succession planning for the Chief Executive Officer (the “CEO”) and (2) to perform the duties assigned to it in the CEO Absence Event Management Process adopted by the Board, as the same may be amended from time to time.

The Succession Planning Committee will be comprised of the Chairman of the Board and the respective Chairs of the following Board committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

The members of the Succession Planning Committee may, from time to time, be removed by the Board and new members appointed.

Meetings of the Succession Planning Committee may be called by or at the request of the Board, the Chairman of the Board, any two members of the Succession Planning Committee or the CEO. Notice of a meeting of the Succession Planning Committee stating the place, day and hour of the meeting shall be given to each member of the Succession Planning Committee at least one day prior thereto by mail, personal delivery or by telephone, telegraph, electronically transmitted facsimile, e-mail or other form of wire or wireless communication. The method of notice need not be the same for each member of the Succession Planning Committee.

In furtherance of the purposes set forth above, the Succession Planning Committee will perform the functions and responsibilities enumerated herein as appropriate and will have all the powers of the Board necessary or desirable to perform such functions and responsibilities as may be delegated to a committee of the Board under U.K. law.  Notwithstanding the enumeration of specific functions and responsibilities herein, the Succession Planning Committee believes that its policies and procedures should remain flexible, in order to facilitate its ability to respond to changing circumstances and conditions in fulfilling its responsibilities to the Corporation and its shareholders.

The Succession Planning Committee will have the authority, to the extent it deems necessary or appropriate to carry out its functions and responsibilities, to retain and terminate consultants and other external advisors, and to approve the fees and other terms of their engagement. The Corporation will be responsible for the payment of the fees and expenses of any such consultant or advisor.

The Succession Planning Committee will review and reassess the adequacy of this Charter from time to time and recommend any proposed changes to the Board for approval.

In addition, the Succession Planning Committee will:

1. In collaboration with the CEO, develop a CEO candidate profile and qualifications (including experience, competencies and personal characteristics) to meet the leadership needs of the Corporation taking into account its strategic plan as in effect from time to time.
2. In collaboration with the CEO, identify and evaluate internal candidates against the profile, including the state of readiness to assume a larger role.
3. Agree with the CEO on development opportunities to be provided to identified candidates to overcome deficiencies in experience and/or education, as well as opportunities to increase exposure to the Board in business and social settings.
4. Evaluate potential external candidates identified by the CEO or members of the Succession Planning Committee and benchmark against internal candidates.
5. Perform the functions listed above in collaboration with the CEO at least annually and update as needed.
6. Present the results of the Succession Planning Committee’s work to the Board annually for review and discussion.
7. Identify and recommend to the Board a permanent CEO replacement, whether in emergency situations or for planned transition, as appropriate.

ADOPTED by the Board on May 30, 2013.