THE COMMITTEE
The Nominations Committee leads the process for the appointment of new directors to the Board and reviews on a regular basis whether the Chairman and the non-executive directors continue to be able to meet their commitments to the Company.
 |
|
Members |
|
|---|---|
|
John Stewart |
Dr Ronaldo Schmitz (until 26 May) |
|
Dame Clara Furse |
Henry Staunton |
|
Frances Heaton (until 2 November) |
James Strachan |
|
Rudy Markham |
Sir David Walker |
|
Nick Prettejohn (from 2 November) |
|
The Committee is chaired by the Chairman, and all non-executive directors are members of the Committee. Both Frances Heaton and Dr Ronaldo Schmitz were members of the Committee prior to their resignation. Nick Prettejohn joined the Committee on the date of his appointment. 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 twice a year to review the succession plans in place for the executive directors and key senior management, Board composition and to consider the suitability of the directors standing for re-election at the AGM. 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 up to 25 days per year. The Committee remains satisfied that all non-executive directors have sufficient time to meet their commitments to the Company. The role and contribution of the non-executive directors who have served for six years or more were closely reviewed by the Committee. All of the non-executive directors are considered to be independent and the Chairman was considered independent on appointment. The Committee was also satisfied that during 2010 the Chairman’s other commitments did not interfere with the day to day performance of his duties for the Company.
During 2010, the Committee was active in the appointment of a new non-executive director. Early in 2010, 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 November 2010 to recommend to the Board that Nick Prettejohn be appointed. Nick Prettejohn formally joined the Board as a non-executive director on 2 November.
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 terms of reference can be viewed on our website.