The principal role of the Nomination Committee is to consider, and recommend for approval to the Board, the appointment of suitable people as directors of the Group and to lead the process for such appointments.
In the FY14, the Committee continued to develop its succession plans for executives and non-executive directors. As part of this process we have taken into account their respective tenures of office, analysing the skills which were either missing or could be missing in future and how different personalities would fit our Board. We are very clear that we must continue to appoint the best candidates but we will show an increasing emphasis on recruiting candidates from more diverse backgrounds and with international experience.
On 10 July we announced that the Chairman will be retiring and David Anderson (SID) is leading the Committee in its search for a suitable replacement as Chairman of the Board. An independent consultancy, EgonZehnder Consulting LLP, has been appointed to conduct the search after a competitive tender process. We are making good progress with EgonZehnder preparing a short list. Our Chairman, Geoff Shingles will remain in position until a suitable replacement is securely in place. As is good practice Geoff is not participating in the process to identify his successor as Chairman.
The Committee is mindful of the diversity agenda in its candidate selection process. We did respond to the Davies Report on women on Boards in 2012. We are committed to improving diversity at all levels in the Group but always making appointments based purely on merit especially at the most senior levels of our organization. We recognize the importance of gender diversity in the boardroom and the valuable contribution that women make in achieving the right mix of skills, experience and knowledge.
Role of the Nomination Committee
The main duties of the Committee include but are not limited to the following:
- Lead the process for Board appointments and make recommendations to the Board;
- Consider succession planning at senior levels within the Group and ensure an appropriate balance of skills and experience;
- Evaluate the balance of skills, experience, independence and knowledge of the Board; and
- Consider diversity issues.
Composition of the Committee
- Bert Nordberg
- David Anderson
- Gilles Delfassy
- Kate Rock
The Committee continues to support the Group’s management and leadership development programme for the executives and senior management. It is considered essential in support of the Group’s strategy and continued development.
Nomination Committee Terms of Reference
1.1 The committee shall comprise at least 3 directors. A majority of the members of the committee shall be independent non-executive directors.
1.2 Only members of the committee have the right to attend committee meetings. However, other individuals such as the chief executive and external advisors may be invited to attend for all or part of the meeting, as and when appropriate and necessary.
1.3 The board shall appoint the committee chairman who should be either the chairman of the board or an independent non-executive director. In absence of the committee chairman
1.4 and/or appointed deputy, the remaining members present shall elect one of themselves to chair the meeting from those who would qualify under these terms of reference to be appointed to that position by the board. The chairman shall not chair the committee when it is dealing with the matter of succession to the board.
The company secretary or his nominee shall act as the secretary of the committee.
The quorum necessary for the transaction of business shall be two both of whom must be independent non-executive directors.
4. Frequency of Meetings
The committee shall meet at least twice a year and otherwise as required.
5. Notice of Meetings
5.1 Meetings of the committee shall be called by the secretary of the committee at the request of the committee chairman.
5.2 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 five working days before the date of the meeting. Supporting papers shall be sent to the committee members and to other attendees as appropriate, at the same time.
6. Minutes of Meetings
6.1 The secretary 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 shall be circulated to all other members of the board unless in the opinion of the committee chairman it would be inappropriate to do so.
7. Annual General Meeting
The committee chairman should attend the annual general meeting to answer any shareholder questions on the committee’s activities.
8. Responsibilities and Duties
The Committee shall be responsible for:
8.1 regularly reviewing 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;
8.2 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 need on the board in the future;
8.3 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;
8.4 be responsible for identifying and nominating for approval of the board, candidates to fill board vacancies as and when they arise;
8.5 before any appointment is made to the board, evaluate the balance of skills, knowledge and experience and diversity on the board, and, in light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the committee shall;
8.5.1 use open advertising or the services of external advisers to facilitate the search
8.5.2 consider candidates on merit and against objective criteria with due regard to the benefits of diversity on the board, taking care that appointees have enough time available to devote to the position
8.6 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; and
8.7 review annually the time required from non-executives directors.
The Committee shall also make recommendations to the board concerning:
8.8 formulating plans for succession for both executive and non-executive directors and in particular for the key roles of chairman and chief executive;
8.9 suitable candidates for the role of senior independent director;
8.10 membership of the audit and remuneration committees, and any other board committees as appropriate, in consultation with the chairman of those committees;
8.11 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 light of knowledge, skills and experience required;
8.12 the re-election by shareholders of directors under the annual re-election provisions of the Code or the retirement by rotation provisions in the company’s articles of association;
8.13 any matters relating to the continuation in office of any director at any time;
8.14 the appointment of any director to executive or other office.
9. Reporting responsibilities
9.1 the committee chairman shall report to the board on its proceedings after each meeting on all matters within its duties and responsibilities.
9.2 the committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is need.
9.3 the committee shall produce a report to be included in the company’s annual report.
10. Other matters
The Committee shall:
10.1 have access to sufficient resources in order to carry out its duties, including access to the company secretariat as required;
10.2 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 for board approval.
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.