(b) Nominations committees

General roles of a nominations committee.

It advises on the balance between executives and independent non-executive directors and establishes the appropriate number and type of NEDs on the board. The nominations committee is usually made up of NEDs.

It establishes the skills，knowledge and experience possessed by current board and notes any gaps that will need to be filled.

It acts to meet the needs for continuity and succession planning，especially among the most senior members of the board.

It establishes the desirable and optimal size of the board，bearing in mind the current size and complexity of existing and planned activities and strategies.

It seeks to ensure that the board is balanced in terms of it having board members from a diversity of backgrounds so as to reflect its main constituencies and ensure a flow of new ideas and the scrutiny of existing strategies.

In the case of Rosh， the needs that a nominations committee could address are：

To recommend how many directors would be needed to run the business and plan for recruitment accordingly. The perceived similarity of skills and interests of existing directors is also likely to be an issue.

To resolve the issues over numbers of NEDs. It seems likely that the current number is inadequate and would put Rosh in a position of non-compliance with many of the corporate governance guidelines pertaining to NEDs.

To resolve the issues over the independence of NEDs. The closeness that the NEDs have to existing executive board members potentially undermines their independence and a nominations committee should be able to identify this as an issue and make recommendations to rectify it.

To make recommendations over the succession of the chairmanship. It may not be in the interests of Rosh for family members to always occupy senior positions in the business.