Nominations Committee report.

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Members
John Stewart (Chairman)	Rudy Markham
Sir David Walker	Dr. Ronaldo Schmitz
Dame Clara Furse	Henry Staunton
Frances Heaton	James Strachan

The Committee is chaired by the Chairman, and all non-executive directors are members of the Committee. The executive directors, as well as the Group General Counsel and Group [HR] Director, may attend meetings by invitation. The Committee is chaired by the vice Chairman when it is considering matters relating to the Chairman.

The Committee meets formally once a year to review the succession plans in place for the executive directors and key senior management. Otherwise the Committee meets periodically when required.

All directors may serve on a number of other Boards, provided they can demonstrate that any such appointment will not interfere with their time commitment to the Company and that they obtain the agreement of the Chairman to the appointment before accepting. Executive directors must also obtain the permission of the Group Chief Executive. This ensures that any potential conflicts of interest or any other concerns around the proposed appointment are considered and addressed. The major commitments of our non-executive directors are outlined in their biographies in the Board of Directors section. Currently, non-executive directors are expected to commit 25 to 30 days per year. The Committee remains satisfied that all non-executive directors have sufficient time to meet their commitments to the Company. All of the non-executive directors are considered to be independent. The Committee was also satisfied that during 2009 the Chairman’s other commitments did not interfere with the day to day performance of his duties for the Company.

During 2009, under the leadership of Sir Rob Margetts, the Committee was active in the appointment of a new non-executive director and in identifying a successor for Andrew Palmer, the Group Director (Finance).

Early in 2009, based on an assessment of the size of the Board and the balance of its composition, the Board decided to seek an additional non-executive director. The balance of skills, knowledge and experience on the Board was evaluated, and the Committee developed an appointment specification. The specification included a desire for the appointee to have recent executive experience. The Committee instructed external advisers to assist in the identification and shortlisting of potential candidates. All Committee members and the Group Chief Executive met the short listed candidates and unanimously resolved in April to recommend to the Board that Dame Clara Furse be appointed. Dame Clara formally joined the Board as a non-executive director on 1 June.

Following Andrew Palmer’s indication that he intended to retire during 2009, the Committee commenced the search for a replacement. Taking into consideration the views of the Group Chief Executive and the other executive directors, the Committee decided to consider external candidates as well as the internal candidates identified in the Company’s succession plan. A detailed specification for the role of Group Chief Financial Officer was developed and with the assistance of an external search consultancy, candidates with the requisite skills and experience were identified. These candidates were considered by the Committee together with the internal candidates. In May, the Committee resolved to recommend to the Board that a formal offer be made to Nigel Wilson to join the Company as Group Chief Financial Officer. Nigel joined on 1 September.

In early 2009, Sir Rob Margetts indicated to the Board his intention to retire once a suitable successor was identified. A sub committee of the Nominations Committee was formed of all of the non-executive directors (NEDs) except for the Chairman. The sub committee under the chairmanship of the vice Chairman, Sir David Walker, commenced the process of identifying a successor. The sub committee engaged an external search consultancy and prepared a job specification, which included desired experience, leadership skills, personal qualities and the expected time commitment. A shortlist of candidates was prepared and members of the sub committee, together with the Group Chief Executive, met the candidates. The sub committee met six times during the year and in between times, the vice Chairman and Company Secretary kept all members fully appraised of progress. In November 2009, the sub committee recommended to the Board that John Stewart be appointed as successor to Sir Rob Margetts. John Stewart’s appointment as Chairman Designate from 1 January 2010 and formal appointment as Chairman from 1 March 2010, was announced in December. The sub committee was satisfied that John Stewart was independent on appointment and of his ability to meet the requirements of Chairman taking into account his other significant commitments. Sir Rob Margetts was not involved in the selection and appointment of his successor.

RESPONSIBILITIES

• Regularly review the structure, size and composition of the Board and make recommendations to the Board on any changes.
• In relation to new appointments to the Board, lead the process for the identification and nomination of candidates to fill Board vacancies. The Committee considers potential candidates on merit and against objective criteria, and also considers a candidate’s ability to devote sufficient time to the job.
• Review the time commitment required from non-executive directors.
• Consider succession planning for directors and senior management to ensure the continued ability of the Company to implement its strategy and compete effectively in the markets in which it operates.

The Committee adopted updated terms of reference during 2009. The terms of reference can be viewed on our website.