The Committee is chaired by Michael Harper. The other members of the Committee are Simon Beresford-Wylie, Nigel Moore, Maria Richter, Will Wyatt and Stephen Bird. The independent non-executive directors must form a majority on the Committee.
There were three Committee meetings held during 2010 and all members of the Committee attended each meeting.
During the year, the Committee considered Board and senior executive succession planning. The Nominations Committee uses the services of an external search consultancy to facilitate the search for new directors, notably in connection with the recruitment of a new Finance Director.
Duties of the Nominations Committee:
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reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) required of the Board in the future compared with its current position and making recommendations to the Board with regard to any changes;
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giving full consideration to succession planning for directors and other senior executives, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board in the future;
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being responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;
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before any appointment is made by the Board, evaluating the balance of skills, knowledge, experience and diversity on the Board, and, in the light of this evaluation, preparing a description of the role and capabilities required for a particular appointment. In identifying suitable candidates, the Committee:
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uses open advertising or the services of external advisers to facilitate the search;
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considers candidates from a wide range of backgrounds; and
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considers candidates on merit and against objective criteria and with regard for the benefits of diversity on the Board, including gender, taking care that appointees have enough time available to devote to the position.
- keeping under review the leadership needs of the Company, both executive and non-executive, with a view to ensuring the continuing ability of the Company to compete effectively in the marketplace;
- keeping up-to-date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates;
- reviewing annually the time required from non-executive directors; and
- ensuring that on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings.
Detailed terms of reference for the Nominations Committee are available on the Company’s website.
Reporting Responsibilities
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The Committee Chairman reports to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
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The Committee makes whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
Other Responsibilities
The Committee, at least once a year, reviews its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommends any changes it considers necessary to the Board for approval.
Authority
The Committee is authorised by the Board to seek any information it requires from any employee of the Company in order to perform its duties. The Committee is also authorised by the Board, in connection with the Committee’s duties, to obtain, at the Company’s expense, any outside legal or other professional advice.
Appointments and re-appointments to the Board:
The Board has power at any time and from time to time to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing Board. Any director so appointed shall hold office only until the next Annual General Meeting and shall then put him or herself forward to be re-appointed by the members.
The Chairman and the other non-executive directors are appointed for an initial period of three years which, with the approval of the Nominations Committee and the Board, would normally be extended for a further three years. Appointments of non-executive directors may be extended beyond six years, with the approval of the Nominations Committee, the Board and the individual director concerned, if it is in the interests of the Group to do so. Under the Company’s Articles of Association, each director is required to stand for annual re-election. Full details are included within the 2011 Annual General Meeting notice.