Nomination committee

The committee is required to meet as frequently as required but not less than annually.

Membership

Attendance in 2011

Member Meetings eligible to attend Meetings attended
Lord Sharman (chairman) 6 6
Mary Francis 6 6
Richard Goeltz 6 6
John McFarlane* 1 1
Andrew Moss** 6 6
Russell Walls 6 6

* John McFarlane attended the committee meeting following his appointment in September 2011.
** Andrew Moss stepped down as chief executive and as a member of the board and the nomination committee with effect from 8 May 2012.

Main duties

  • Identify and nominate for the board's approval, suitable candidates to fill casual vacancies, or additional appointments to the board.
  • Evaluate and keep under review the balance of skills, knowledge and experience of the board.
  • Make recommendations in relation to the succession of non-executive directors.
  • Monitor and review the succession plans for the group chief executive and other executive directors.
  • Assess the independence of each non-executive director, including conflicts of interest.
  • Ensure that on appointment a director has sufficient time to undertake the role and to review his commitments.
  • Make recommendations to the board relating to the continuation in office of any director.

Read the full terms of reference for the committee.

Activities during 2011

  • Initiated a review of the succession plans for appointments to the board.
  • Prepared comprehensive candidate search briefs and retained external search agencies to search for suitable candidates as non-executive directors in order to replace retiring directors and to aid future succession planning. This led to board appointments against the criteria identified by the committee, having regard to the benefits of diversity on the board, including gender.
  • Reviewed directors' external interests. This was done to identify any actual, perceived or potential conflicts of interests, including the time available to commit to their duties to the Company.

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