Corporate Governance
Nomination Committee
Membership
Sir Ron Garrick
Nomination Committee Chair
The members of the Nomination Committee are identified in the table below. The Committee’s terms of reference require it to have a majority of independent Non-executive Directors and for membership to include the Chairman of the Company, the Chief Executive, Deputy Chairman, Senior Independent Director and at least two further Non-executive Directors. The Deputy Chairman/Senior Independent Director chairs the Committee. The Chief Executive’s membership of the Committee reflects its role in relation to Executive Directors and senior executive succession planning. Harry Baines, Company Secretary & Group Counsel, is Secretary to the Nomination Committee.
Attendance at meetings
In 2007 the Committee met on four occasions. The Committee may invite other persons to attend meetings to assist in the effective discharge of its duties.
| Nomination Committee meetings attended | Eligible to attend |
|
| Current Members | ||
| Sir Ron Garrick (Chair) | 4 | 4 |
| Richard Cousins (from June 2007) | 2 | 2 |
| Andy Hornby | 4 | 4 |
| Karen Jones | 3 | 4 |
| Coline McConville | 4 | 4 |
| Dennis Stevenson | 4 | 4 |
| Former Member | ||
| Sir Brian Ivory (to April 2007) | 1 | 1 |
Principal activities and duties
2007 was a busy year for the Committee, with a number of appointments being made to the Board. In the first half of the year, Richard Cousins and John E Mack joined the Board as Non-executive Directors, while later in the year three Executive Directors (Dan Watkins, Philip Gore-Randall and Mike Ellis) were appointed.
A consistent feature of the Committee’s approach to succession planning for Non-executive Directors has been to maintain an ongoing pool of appropriately qualified and skilled prospective candidates from which appointments may be made. This pool is compiled and maintained with the assistance of external search and recruitment consultants. This approach is mirrored for external RCC appointments.
The value of this approach was demonstrated during the year when, in advance of the retirement of two Nonexecutive Directors at the 2007 AGM, the Committee was able to match the profile of skills required against the pool of candidates and recommend two strong appointments in Richard Cousins and John E Mack.
Non-executive Directors are initially appointed to serve a three year term, with the expectation (but no guarantee) that in most cases the appointment will be extended for a second three year term. A full review is carried out at the end of each term, and the extension of an individual appointment for up to a third three year term is possible.
The Committee also recommended Executive Director appointments, caused by Phil Hodkinson’s decision to stand down as Finance Director in order to pursue a range of other interests, particularly in the charitable sector. Mike Ellis was identified as being uniquely qualified to fulfil this role given his expertise and knowledge of the Group. In addition, the new role of Chief Operating Officer was established, enhancing the visibility and control of major Group-wide functions. A key focus for the Committee is always to ensure that the Executive Committee develops in a way that reflects the needs of the business.
The Committee continuously reviews internal executive ‘talent’ which it benchmarks against appropriate peer group comparisons, as a key element of its role in relation to succession planning. From time to time, potential external recruits are also considered. In total, talent and succession data is held in respect of approximately 3,500 colleagues across the Group, including all relevant senior executives. In this way the Committee (and, through the Committee, the Board), the Chief Executive and senior executives monitor closely the nature, mix and availability of suitably experienced and appropriately qualified management, both within and outwith the Group; create opportunities to challenge and develop individuals at senior executive level (including inter-divisional moves); and can act with confidence when, expectedly or unexpectedly, senior roles become vacant, or other opportunities to strengthen the senior executive team arise.
Other duties of the Committee include:
- ensuring that the process for making appointments is formal, rigorous and fair;
- ensuring that Directors devote sufficient time to their role (addressing any concerns on an exceptional basis);
- keeping the composition of the Board and its Committees under review through a proper evaluation of the skills, knowledge and experience of Directors and the needs of the Group, the Board and its Committees to ensure best use is made of Non-executive Directors’ time and skills; and
- approving, under authority delegated by the Board, the appointment and (where appropriate) the removal of independent trustees of the Group’s pension schemes.