Ensuring the Board has strong and responsible leadership together with a wide range of skills.
The principal purpose of the committee is to monitor the balance of skills, knowledge, experience and diversity on the Board and the succession plans for the Executive Directors.
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 continued to take responsibility for the oversight of talent development and ensuring that a future talent pipeline is taken throughout the Group.
The committee is required to meet as frequently as required but not less than annually.
Membership
George Culmer (appointed 25 September 2019)1
Patricia Cross (appointed 01 December 2013)
Belén Romana García (appointed 26 June 2015)
Michael Mire (appointed 12 September 2013)
Patrick Flynn (appointed 16 July 2019)
Jim McConville (appointed 01 December 2020)
Mohit Joshi (appointed 01 December 2020)
Pippa Lambert (appointed 1 January 2021)
1 Chair from 27 May 2020
Committee role and responsibilities
The committee assists the Board in its oversight of Board composition, Board and senior executive succession and Group corporate governance by undertaking the following:
- Assess the balance of skills, knowledge, experience and diversity on the Board
- Recommend Board and Board Committee appointments to the Board
- Assess succession plans for the Executive Directors
- Assess diversity and inclusion initiatives
- Assess talent development throughout the Group, ensuring there is sufficient pipeline of diverse talent available to achieve the Company’s current and future strategy
- Assess the operation of the Governance Framework and governance practices across the Group
- Drive consistency in respect of governance and overseeing compliance with governance principles in line with the Group’s strategic priorities
- Assess the Group’s organisational design and the governance and controls around the proposed changes
- Oversee the subsidiary governance framework and regulatory control environment.
Read the full terms of reference for our Nomination and Governance Committee (PDF 40 KB).
Activities during 2020
A summary of the committee’s activities during 2020 is shown below, full details can be found in the committee’s report in the 2020 Annual Report and Accounts.
- Assessed the Non-Executive Directors’ independence
- Considered and recommended to the Board the election/re-election of each continuing director ahead of their election/re-election by shareholders at the Company’s 2020 AGM
Reviewed and made recommendations to the Board in respect of each director’s actual, potential or perceived conflicts of interest
Reviewed the external appointments and time commitments of the Non-Executive Directors
Reviewed the composition of the Board and its committees and whether the Board required additional skills and experience which would complement those of the existing members and the Company’s risk profile and strategy
Continued to focus on succession planning arrangements at both Board and executive level, against a specification for the role and capabilities required for the position and the composition of the Board
Reviewed the career and development plans for the Executive Committee members to ensure that there is an adequate talent pool of potential Executive Directors.
- Monitored the Group’s compliance with the 2018 UK Corporate Governance Code and other areas of regulation and guidance
Assessed the embedding of an enhanced Group Governance Framework for the oversight of the Group’s subsidiaries
- Reviewed and where appropriate approved changes to the composition of the material subsidiary boards
