Ron Marsh

Chair of The Nomination Committee

2018 Key achievements

  • Appointment of Louise Hardy as a Non-Executive Director
  • Review of Board composition and skills
  • Review of Board and senior management succession plans

Areas of focus in 2019

  • Focusing on the composition of the Board in light of the requirements of the UK Corporate Governance Code, including in particular succession planning for the Non-Executive Directors
  • The Committee will continue to consider diversity in 2019, bearing in mind the recommendations from the Hampton-Alexander Review on FTSE Women Leaders and the Parker Review on Diversity of Boards, and will report on this in due course
  • The Committee will continue to consider talent management on a Group-wide basis and succession planning for the senior executives, taking into account the challenges and opportunities facing the Group as it implements its strategy and the future skills and expertise needed as a result

Role of The Committee

The Committee’s main responsibilities are to evaluate the structure, size and composition (including the skills, knowledge, experience and diversity) required of the Board and the Committees; to give full consideration to succession planning of Directors and other senior executives and to assist with the selection process of new Executive and Non-Executive Directors including the Chairman. The Committee’s Terms of Reference were reviewed and updated in December 2018 and explain the Committee’s role and responsibilities. The Terms of Reference is available on the link below.

Download the Nomination Committee Terms of Reference

In accordance with its terms of reference, the Committee is required to:

  • review the structure, size and composition of the Board and make recommendations to the Board, as appropriate;
  • consider succession planning for Directors and other senior executives, taking into account the challenges and opportunities facing the Group and the future skills and expertise needed on
  • the Board;
  • review the leadership needs of the organisation, both Executive and Non-Executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
  • identify the balance of skills, knowledge, diversity and experience on the Board and nominate candidates to fill Board vacancies;
  • identify and nominate for the approval of the Board, candidates to fill Board vacancies as and when they arise;
  • review the time commitment required from Non-Executive Directors;
  • review the results of the Board performance evaluation process
  • that relates to the composition of the Board; and
  • Review and approve the Group’s diversity policy and evaluate its effectiveness on a regular basis.

Committee membership and meetings

The Committee comprises Ron Marsh (the Chairman), all of the Non-Executive Directors, being Louise Brooke-Smith, Paul Dean, Mark Hammond, Louise Hardy, Lisa Scenna and Martin Payne (the Chief Executive Officer). Accordingly, there are seven members. The Committee is chaired by the Board Chairman except when considering his own re-election.

In accordance with UK Code Provision B.2.1, the majority of the members were independent. During the year, Louise Hardy was appointed as a Non-Executive Director and as a member of the Committee.

The members of the Committee and details of their attendance at Committee meetings are set out on page 64. Biographies of each member are shown on pages 56 and 57. Under the Committee’s Terms of Reference, the Committee will normally meet not less than twice a year and at such other times as the Chairman shall require. The Committee held three scheduled formal meetings during the year under review. After each Committee meeting, the Chairman reports to the Board on the main items discussed.

Main activities of The Committee during the year

During the year under review, the Committee carried out a process to recruit an additional Non-Executive Director, and further information on this process is set out below. The Committee also carried out its duties as listed above and has given particular focus to succession planning for both the Board members as well as senior executives as discussed below. As stated in the Corporate Governance Report, all of the Company’s Directors will retire and each will offer themselves for election or re-election at the forthcoming AGM in accordance with UK Code Provision B.7.1. The Chairman confirms that the Committee has considered the formal performance evaluation and the contribution and commitment of all Directors. The Chairman has confirmed to the Board that their performance and commitment is such that the Company should support their re-election.

No Director was able to vote in respect of their own re-election when consideration was given to Director re-election at the AGM.