Members
During the year and at the date of this report (8 November 2011):
Charles Sinclair (chairman)
Tim Clarke
Javier Ferrán
Lord Jay
Peter Smith
Summary of responsibilities
In accordance with its terms of reference, the Nomination committee is responsible for:
- reviewing the structure, size and composition (including the shills, knowledge and experience) of the board and, if appropriate, making recommendations for changes to the board;
- leading the process for board appointment by identifying and nominating, for the board’s approval, candidates to fill board vacancies as and when they arise;
- ensuring orderly succession planning as regards both the board and senior management appointments; and
- keeping 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 efficiently in the marketplace.
The full terms of reference of the Nomination committee can be viewed on the Company’s website (Terms of reference).
Governance
The Nomination committee comprises a minimum of three members at any time, a majority of whom are independent non-executive directors. A quorum shall consist of the chairman of the board, together with not less than any two of the non-executive directors of the Company.
Executive directors, members of senior management and other parties may be invited to attend meetings as appropriate.
The Chairman does not chair the Nomination committee when it is dealing with the appointment of his successor. In these circumstances the committee is chaired by a non-executive director elected by the remaining members.
The committee may take independent professional advice on any matters covered by its terms of reference at the Company’s expense.
The committee retains external search consultants for appointments to the board.
The committee chairman reports the outcome of meetings to the board.
The committee’s effectiveness is reviewed on an annual basis as part of the board’s performance evaluation process.
Meetings
The committee met once during the year under review.
Key actions taken by the Nomination Committee during the year
The principal actions undertaken by the committee in the period under review are set out below.
The committee reviewed the time directors needed to fulfil their roles of Chairman, senior independent director and non-executive director and was satisfied, following the conducting of the annual board evaluation, that all members of the board are devoting sufficient time to their duties.
The committee reviewed what additional steps it could take to address concerns raised about creating a more diverse board. It was agreed that executive search agencies would be asked to ensure that half of the candidates they put forward are women. It was noted that the committee would continue to appoint on merit.