TERMS OF REFERENCE - Nomination Committee

Churchill China plc Nomination Committee

Terms of Reference

1 Membership and attendance

1.1 The Committee shall comprise at least two members, who shall be independent nonexecutive directors.

1.2 Appointments to the Committee are made by the Board

1.3 The Chairman of the Nomination Committee shall be elected by the Board who should be either the Chairman of the Board or an independent non-executive Director

1.4 Only Committee members have the right to attend Committee meetings. Other Board directors may be invited to attend all or part of any meeting with the agreement of the Committee Chairman.

1.5 The Board shall appoint the Committee Chairman who should be either the Chairman of the Board or an independent non-executive director. In the absence of the Committee Chairman the remaining members present shall elect one of themselves to chair the meeting.

1.6 The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the Chairman.

2 Quorum

2.1 The quorum necessary for the transaction of business shall be two both of whom must be independent non-executive directors.

3 Meetings

3.1The committee shall meet at least twice yearly at appropriate times

4 Notice of meetings

4.1 Meetings of the Committee shall be called by the Committee Chairman

4.2 Any Committee member may call meetings outside of the normal cycle.

4.3 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 committee, any other person required to attend and all other non-executive directors, no later than two working days before the date of the meeting.

5. Minutes of meetings

6.1 The Chairman shall minute the proceedings and resolutions of all committee meetings, including the names of those present and in attendance.

6.2 Draft minutes of committee meetings shall be circulated promptly to all members of the committee. Once approved, minutes should be available for circulation to all other members of the Board.

7.Duties The Committee shall:

7.1 regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes

7.2 give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board in the future

7.3 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

7.4 keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates

7.5 be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise

7.6 for the appointment of a Chairman, the committee should prepare a job specification, including the time commitment expected.

7.7 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

7.8 review the results of the Board performance evaluation process that relate to the composition of the Board

7.9 review annually the time required from non-executive directors.

7.10 formulate plans for succession for both executive and non-executive directors and in particular for the key roles of Chairman and Chief Executive

7.11 identify suitable candidates for the role of Senior Independent Director

7.12 consider membership of the Audit and Remuneration committees, and any other Board committees as appropriate, in consultation with the Chairman of those Committees

7.13 the re-appointment of any non-executive director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the board in the light of knowledge, skills and experience required

7.14 the re-election by shareholders of Directors, 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

7.15 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

7.16 the appointment of any Director to executive or other office

8 Reporting responsibilities

8.1 the Committee Chairman shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities

8.2 the Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed

8.3 the Committee shall produce a report to be included in the Company’s Annual Report about its activities.

8.4 The Committee Chairman should attend the Annual General Meeting to answer any shareholder questions on the Committee’s activities.

9 Other matters The Committee shall:

9.1 have access to sufficient resources in order to carry out its duties, including access to the Company secretariat for assistance as required

9.2 give due consideration to laws and regulations, the provisions of the QCA Code and other relevant guidance on Corporate Governance, the requirements of the AIM rules and UK Listing Authority’s Listing, Prospectus and Disclosure and Transparency Rules and any other applicable rules, as appropriate

9.3 arrange for periodic reviews of its own performance and, at least annually, review its 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.

10 Authority The 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, subject to agreement by the Board.