The Nominations Committee leads the process for Board appointments and makes recommendations to the Board. The Committee is chaired by the [Group] Chairman and comprises the non-executive directors, all of whom have been adjudged by the Board to be independent. Executive directors may attend meetings as appropriate by invitation. On any matter directly involving the Chairman, eg Chairman succession, the Committee is chaired by the senior independent director.
Duties
The Committee’s role is to make recommendations to the Board on the appointment of directors; to ensure that arrangements for Board and top management succession are adequate; to consider the reappointment (or otherwise) of any non-executive director on expiry of their term of office and other matters relating to the continuation in office of any director. No director is present during discussions relating to their appointment.
The Committee’s approach is explained further below.
The Committee leads the process for identifying and nominating, for the approval of the Board, candidates to fill Board vacancies. Appointments to the Board are made on merit and assessed against objective criteria. Before identifying prospective candidates, the Committee evaluates the balance of skills, knowledge and experience on the Board against the requirements of the business. Based on the outcome of this evaluation, the Committee prepares a description of the role and capabilities required. The Committee uses external advisers to facilitate searches for potential candidates. So far as possible, candidates from a wide range of backgrounds are considered.
The time commitment required of a non-executive director is reviewed by the Committee on an ongoing basis. On appointment, non-executive directors undertake that they have sufficient time to meet the Company’s expectations. Attendance at meetings and the performance of individual directors are kept under review.
The Committee keeps the structure, size and composition (including the skills, knowledge and experience) of the Board under regular review. It performs a key role in ensuring the orderly succession of Board and senior management appointments. In satisfying the Board that succession arrangements are appropriate, the Committee has regard to the existing balance of skills and expertise, as well as likely future needs, taking account of the challenges and opportunities facing the Company. The Committee keeps under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the Company’s continued ability to compete effectively in the marketplace.
Activities
During 2008, the Committee met twice. Matters considered included, reappointment of non-executive directors at the end of their term of office, succession planning for the Board and top management, and the Group Chief Executive’s performance review.
Terms of Reference
The terms of reference of the Committee are available for inspection at the Company’s registered office and can be viewed on the Company’s corporate website www.legalandgeneralgroup.com.
The terms of appointment of non-executive directors can also be inspected at the Company’s registered office or via the corporate website.