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 sucession 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.
Membership and Attendance in 2018
|Member||Number of meetings attended||Percentage attendance*|
|Michael Hawker **
|Sir Adrian Montague (chairman)
|Belén Romana García||4||100%|
|Keith Williams ***||4||100%|
The committee is required to meet as frequently as required but not less than annually.
Sir Adrian Montague, CBE (chairman) (appointed 06 March 2013)1
Glyn Barker (appointed 01 July 2012)
Patricia Cross (appointed 01 December 2013)
Belén Romana García (appointed 26 June 2015)
Michael Mire (appointed 12 September 2013)
Claudia Arney (appointed 08 February 2016)
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 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 profile 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.
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.