Nomination committee

The principal purpose of the committee is to monitor the balance of skills, knowledge, experience and diversity on the Board and recommend any changes to the composition of the Board. The committee has focused on ensuring that your Board has strong and responsible leadership together with a wide range of skills, knowledge and experience, which are critical to creating long-term shareholder value and business success.

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

Membership

* Chairman from 14 May 2015

Membership and Attendance in 2015

Member Number of meetings attended Percentage attendance1
John McFarlane2 2 100%
Glyn Barker 7 100%
Patricia Cross 7 100%
Michael Hawker 7 100%
Gay Huey Evans 2 100%
Michael Mire 7 100%
Sir Adrian Montague (Chairman)
7 100%
Belén Romana García 4 100%
Bob Stein 7 100%
Scott Wheway 7 100%
Sir Malcolm Williamson 5 100%

1. This shows the percentage of meetings which the Committee member attended during the year whilst a member of the Committee.
2. John McFarlane retired from the Committee on 29 April 2015

Committee role and responsibilities

The committee assists the Board by regularly reviewing the composition of the Board and conducting a rigorous and transparent process when recommending or renewing the appointment of directors to the Board. The main responsibilities of the committee are to:

  • Evaluate and review the structure, size and composition of the Board including the balance of skills, knowledge, experience and diversity of the Board, taking into account the Company's risk appetite and strategy
  • Identify and nominate suitable candidates for appointment to the Board, including chairmanship of the Board and its Committees, against a specification of the role and capabilities required for the position, including relevant financial experience for Audit Committee members
  • Assess the independence of each of the Non-Executive Directors
  • Assess directors' conflicts of interest as they arise
  • Review the external interests and time commitments of the directors to ensure that each has sufficient time to undertake his/her duties to the Company
  • Monitor succession plans for the appointment of executive directors and Non-Executive Directors to the Board
  • Approve a report on the Committee's activities for inclusion in the Company's Annual report and accounts.

Read the full  terms of reference  (PDF 173.0 KB)  for the committee.

Activities during 2015

A summary of the Committee’s activities during 2015 is shown below, full details can be found in the Committee’s report in the 2015 Annual report and accounts  (PDF 5.3 MB) .

  • The Committee reviewed the composition of the Board and in particular, whether the Board required additional skills and experience which would complement those of the existing Board members. It also managed the transition of the Chairman and the induction process for three new directors
  • The Board appointments of Sir Adrian Montague (as Chairman), Sir Malcolm Williamson and Andy Briggs were agreed with effect from 29 April 2015. The Committee concluded that the appointments would be beneficial and complement the composition of the Board given their knowledge and experience
  • The Committee also engaged in an extensive search and interview process with the intention of appointing another NED to the Board. Belén Romana García was subsequently appointed as a NED on 26 June 2015. In addition, Claudia Arney was appointed as a NED on 8 February 2016
  • The Committee also engaged in an extensive search and interview process with the intention of appointing another NED to the Board. Belén Romana García was subsequently appointed as a NED on 26 June 2015. In addition, Claudia Arney was appointed as a NED on 8 February 2016
  • Succession planning at both Board level and at executive level has been an area of focus for the Committee during the year
  • In 2015 a number of senior management changes were made to strengthen the Group Executive team including the appointments of Andy Briggs and Angela Darlington
  • During the year, the effectiveness review of the Board, its committees, the Chairman and individual directors was conducted through an external evaluation process
  • As part of the year-end review, the Committee reviewed the independence of each NED including each director’s actual, potential or perceived conflicts of interest
  • The Committee concluded that each NED was independent in character and judgement and that there were no circumstances that were likely to affect their judgement.