Nomination Committee report
Membership and role
The Committee comprises all the non-executive directors and is chaired by the Chairman of the Board, Jon Aisbitt. The Chief Executive is invited to attend certain meetings or parts of meetings which consider senior management development and succession plans. Management development and succession discussions are supported and attended by the Group HR Director. Both the Company Secretary and Group HR Director act as Secretary to the Committee at appropriate times.
The Committee's main responsibilities are to:
- keep under review the competencies, knowledge and experience of the Board in the context of the challenges facing the business and the need for Board refreshing and succession;
- develop and propose to the Board a skills, knowledge and experience specification for any new director search;
- direct the search and selection process and recommend to the Board the appointment of a suitable candidate; and
- ensure there are effective senior management development and executive director succession plans in place to provide for the continuity and availability of appropriate executive resource at and immediately below Board level.
Work of the Committee
The Committee met formally three times during the year to transact the following business:
- progressing the search for and recommending to the Board candidates for two new non-executive appointments. The process followed by the Nomination Committee in making Board appointments involves reaching agreement with the Board on the candidate skills and experience profile, reviewing long and short lists drawn up by executive search consultants, discussing the selection and interview process, and receiving and evaluating feedback on the preferred candidates;
- receiving an update on the succession planning process for senior management and reviewing in detail the succession plans for individual Management Committee members. These plans included the identification of areas of weakness and the measures proposed to strengthen them. The Committee also had oversight of the search for candidates to fulfil any priority succession roles;
- discussing executive director succession planning; and
- reviewing and agreeing to recommend to the Board the re-appointment of Alison Carnwath and Patrick O'Sullivan as non-executive directors for a further one year and three year term respectively.
Nomination Committee meetings also represent a forum for informal discussion by non-executive directors without the presence of their executive colleagues and provide a useful opportunity for the sharing of non-executive viewpoints on general business issues.
Jon Aisbitt
Chairman
