Nomination and Governance committee

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.

When Mark Wilson stepped down as Group CEO on 9 October 2018 the committee was focused on overseeing the selection process for the new Group CEO. Following an extensive search the committee unanimously recommended to the Board the appointment of Maurice Tulloch as Group CEO.

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

Membership

Sir Adrian Montague, CBE (chairman) (appointed 06 March 2013)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)
George Culmer (appointed 25 September 2019)
Amanda Blanc (appointed 2 January 2020)

_{¹ Chairman from 14 May 2015}

_{* This shows the percentage of meetings which the Committee member attended during the year whilst a member of the Committee.}

_{** Michael Hawker retired from the Committee with effect from 31 March 2019.}

_{*** Keith Williams retired from the Committee with effect 23 May 2019.}

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 2018

A summary of the committee’s activities during 2018 is shown below, full details can be found in the committee’s report in the 2018 Annual Report and Accounts.

• Oversaw the selection process for the new Group CEO when Mark Wilson stepped down as Group CEO on 9 October 2018 and recommended to the Board the appointment of Maurice Tulloch as Group CEO after an extensive search
• 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 2019 AGM
• Reviewed and made recommendations to the Board in respect of each director's actual, potential or perceived conflicts of interests
• Reviewed the composition of the Board and its committees and in particular, whether the Board required additional skills and experience which would complement those of the existing members and the Company’s risk profile and strategy
• Recommended the new succession planning framework to the Board for approval
• Reviewed the career and development plans for the Group Executive to ensure that there is an adequate talent pool.