Nomination and Governance Committee

The Committee members are Gerry Grimstone (Committee Chairman), Lord Blackwell, Sandy Crombie, Jocelyn Proteau and Hugh Stevenson - a majority of whom are considered to be independent non-executive Directors. Sir Brian Stewart resigned from the Committee on 29 May 2007 and Gerry Grimstone was appointed Committee Chairman when he became Chairman of the Company. The Committee's role is to keep under review the Group's executive and non-executive leadership needs, with a view to ensuring the Group's continued ability to compete effectively in the marketplace. It meets when required to make recommendations to the Board on new director appointments and also carries out other activities related to the composition and effectiveness of the Board. Members of the Committee are not present when their own performance or re-appointment is being considered. In the early part of 2007, the main area of focus for the Committee was the process of identifying and appointing a successor to Sir Brian Stewart as Chairman.

When considering new appointments, the Committee evaluates the Board's balance of skills, knowledge and experience, and prepares a description of the role, including the capabilities needed. Once a role description has been agreed, the Committee interviews suitable candidates and makes appropriate recommendations to the Board. For Board appointments, the process includes using external search consultants.

The Board recognises the importance of effective succession planning to its long-term success and has delegated the detailed review of these processes to the Committee. At each meeting, the Committee reviews succession planning processes, which take into account the skills and expertise required by the Board and senior management to allow the Group to operate effectively. The review also focuses on talent development to ensure that succession is in place for the levels below the Group Executive team. Each year, the Committee reviews the input required from non-executive Directors and the annual performance evaluation checks that they have sufficient time to meet their commitment to the Group. The formal letter of appointment received by non-executive Directors is available from the Group Company Secretary and General Counsel.

The Committee also reviews the Group's corporate governance arrangements, with regard to relevant generally accepted corporate governance standards. In particular, it reviews in detail the Group's compliance with Section 1 of the Code, and makes appropriate recommendations on governance arrangements to the Board. The Committee's terms of reference are available from the Group's website at www.standardlife.com

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