Annual report 2016

Nomination committee report LETTER FROM THE
CHAIRMAN OF THE COMMITTEE


I am pleased to introduce our nomination committee report for 2015/16, which explains the committee’s focus and activities during the year, a key part of which related to my own appointment as a non‑executive director and chairman-elect. Having now taken over as chairman of the board and of the nomination committee I shall endeavour to ensure that the committee continues to focus on succession planning and on ensuring that the size, composition and structure of the board is appropriate for the delivery of the group’s strategic objectives and that all relevant provisions of the UK Corporate Governance Code continue to be met.

Philip Yea
Chairman of the nomination committee


Membership

During the year the nomination committee was chaired by Tim Bridge. The other members of the committee were Mike Coupe, Ian Durant, Rob Rowley, Lynne Weedall and Philip Yea (following his appointment as a director in February 2016). Apart from Tim Bridge, all members were considered by the board to be independent. On Tim Bridge’s retirement at the end of the financial year Philip Yea took over as chairman of the committee.

Responsibilities

The key responsibilities of the nomination committee are to identify, evaluate and nominate candidates for appointment to the board, to review regularly the structure, size and composition (including skills, knowledge and experience) of the board and to make recommendations to the board with regard to any adjustments that are deemed necessary.

The committee is also responsible for considering the company’s succession plans for board members and senior management, taking into account the challenges and opportunities facing the company, and what skills and expertise are therefore needed on the board in the future, and for reviewing membership of the board’s committees to ensure that undue reliance is not placed upon any individuals.

Activities during the year

The committee held three meetings during the year. Attendance at these meetings by the committee members is shown in the table in the Corporate governance statement.

Tim Bridge advised the non-executive directors during 2015 that he was considering retiring from the board, and so a key activity for the committee was to find a suitable successor to him. The committee reviewed a panel of head hunters to assist them in the process and chose The Zygos Partnership, which has no other connection with the company and which has signed up to the voluntary code of conduct on matters such as diversity for executive search firms. In conjunction with them, a job specification and a profile of the likely characteristics, qualifications, experience and merits required were produced before starting the search, with the aim of finding a short list of candidates suited to the role, without prejudice between male and female candidates.

A long-list of candidates was initially drawn up for the role, from which a short-list evolved after extensive discussions by the committee. Rob Rowley, as senior independent director, as well as all the other members of the nomination committee and Rooney Anand, the chief executive, then interviewed the short-listed candidates before the committee made a formal recommendation to the board that Philip Yea be appointed to the board, initially as a non-executive director and member of the nomination and remuneration committees, with a view to him taking over as chairman of the board from the start of the current financial year. The handover process worked well, giving Philip Yea time for a well-planned and extensive induction process, and participation in two board meetings, including the strategy sessions, before taking over as chairman.

The committee has also begun the search for a new non-executive director to replace Ian Durant who will be retiring at the AGM in September. The Zygos Partnership has also been appointed to conduct the search, with the aim of finding a suitable candidate.

In terms of committee composition, it was noted that Rob Rowley would be taking over as chairman of the audit committee on the retirement of Ian Durant, given his recent and relevant financial experience (as former finance director of Reuters Group plc). Philip Yea, initially appointed to be a member of both the nomination and remuneration committees, became chairman of the nomination committee and stood down from the remuneration committee with effect from the beginning of the current financial year. No other changes were recommended to the composition of the board committees.

The issues of succession planning and board structure will remain the ongoing focus of the committee during the course of the forthcoming year.

On the recommendation of the nomination committee, and taking into account the continuing effective performance of the directors, the board has decided once again this year to ask all ongoing directors to stand for re-election at the forthcoming AGM, with the exception of Philip Yea who will be standing for election for the first time.

Other matters considered by the committee during the year included the board evaluation exercise, training requirements for directors and the committee’s terms of reference.

Diversity

The board approves of the principle of trying to recruit more women into senior management and director roles. There is currently one female director on the board, Lynne Weedall, who is chairman of the remuneration committee. With a board of seven people, the board believes that the key is to ensure a suitable range of skills, experience and knowledge across the board members, and that the issues of gender and diversity are just two considerations to be taken into account when filling board vacancies.