Nomination Committee

The role of the Nomination Committee is to establish and maintain a process for appointing new Board members, to manage, in consultation with the Chairman, the succession of the Chief Executive Officer and to support the Board in fulfilling its overall duties.

The Committee comprises the Chairman, all the Non-Executive Directors and the Chief Executive Officer. The Chief People Officer also attends the meeting by invitation. The Committee is chaired by the Board Chairman except when considering his own re-election. The Committee is supported by a strong Secretariat function and has the full support and advice of the Company Secretary at all times, ensuring it is kept up to date with all recommended guidance, and that it reviews and implements such guidance as appropriate. The Committee focuses on ensuring that individual Directors and the Board as a whole have the necessary experience and skills, as well as identifying whether there are any skills gaps, to support the Company’s strategic direction, and the Board’s ability to successfully oversee its delivery of such strategy.

The Committee’s main responsibilities are to evaluate the structure, size and composition (including the skills, knowledge, experience and diversity) required of the Board and the Committees; to give full consideration to succession planning of Directors and other senior executives; and to assist with the selection process of new Executive and Non-Executive Directors including the Chairman. The Committee’s Terms of Reference explain the Committee’s role and responsibilities and are reviewed each year to ensure they remain appropriate. The Terms of Reference can be found here, in the Useful Documents section of our Website.

The Company Secretary acts as Secretary to the Committee, and in accordance with its Terms of Reference, the Committee is required to:

• review the structure, size and composition of the Board and make recommendations to the Board, as appropriate;
• consider succession planning for Directors and other senior executives, taking into account the challenges and opportunities facing the Group and the future skills and expertise needed on the Board;
• 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;
• identify the balance of skills, knowledge, diversity and experience on the Board;
• identify and nominate candidates to fill Board vacancies as and when they arise and recommend them for the approval of the Board;
• review the time commitment required from Non-Executive Directors;
• review the results of the Board performance evaluation process that relate to the composition of the Board and the Committee’s own performance; and
• review and approve the Group’s diversity policy and evaluate its effectiveness on a regular basis.

To find out more about the activities of the Nomination Committee during the latest financial year, you can read the full Nomination Report in the relevant published Annual Report and Accounts.