Nomination Committee

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 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

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 Hawker, AM (appointed 01 July 2012)
Michael Mire (appointed 12 September 2013)
Keith Williams (appointed 01 August 2016)
Claudia Arney (appointed 08 February 2016)

1 Chairman from 14 May 2015

Membership and Attendance in 2016

Member Number of meetings attended Percentage attendance*
Claudia Arney (Chairman)
3
100%
Glyn Barker
4 100%
Patricia Cross 4 100%
Michael Hawker
4
100%
Michael Mire
4 100%
Sir Adrian Montague (Chairman)
4
100%
Belén Romana García 4 100%
Bob Stein 4 100%
Scott Wheway 4 100%
Sir Malcolm Williamson 4 100%
* This shows the percentage of meetings which the Committee member attended during the year whilst a member of the Committee.

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 Nomination Committee Terms of Reference March 17.pdf  (PDF 63.2 KB) for the committee.

Activities during 2016

A summary of the Committee’s activities during 2016 is shown below, full details can be found in the Committee’s report in the 2016 Annual report and accounts.

  • Considered and recommended to the Board the election/re-election of each continuing director ahead of their election/re-election by shareholders at the AGM
  • Reviewed and made recommendations to the Board in respect of each directors’ actual, potential or perceived conflicts of interests Board composition and diversity
  • Reviewed the composition of the Board 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
  • Ensured that the Audit Committee has members with recent and relevant financial experience and who met US Securities and Exchange Commission (SEC) requirements during the year
  • Engaged in a thorough search and interview process with the intention to strengthen the composition of the Board with additional NEDs. The Committee identified and endorsed the appointments of Claudia Arney in February 2016 and Keith Williams in August 2016
  • Continued to focus on succession planning arrangements at both the Board and executive level, against a specification for the role and capabilities required for the position and the composition of the Board
  • Considered plans for succession for each Group Executive member, including talent development below Group Executive level