Report of the Directors
Governance

Nomination Committee Report

Tim Stevenson
Chairman of the Nomination Committee

“I am pleased to present the Report of the Nomination Committee for 2012.”

Role

The terms of reference of the Nomination Committee are summarised in the Corporate Governance Report. The terms of reference can be found in the Investor Relations / Corporate Governance section of the company’s website or may be obtained from the Company Secretary.

Composition

The Nomination Committee comprises all the independent non-executive directors together with the group Chairman. The quorum necessary for the transaction of business is two, each of whom must be an independent non-executive director. Biographical details of the independent non-executive directors and the group Chairman are set out in the Board of Directors section. Their remuneration is set in the Remuneration Report.

The group Chairman acts as the Chairman of the Nomination Committee, although he does not chair the Committee when it is dealing with the matter of succession to the chairmanship of the company. A non-executive director may not chair the Committee when it is dealing with a matter relating to that non-executive director.

Only members of the Committee have the right to attend committee meetings. However, the Chief Executive, the Group Director, Human Resources and Environment, Health and Safety, external advisers and others may be invited to attend for all or part of any meeting as and when appropriate.

The Company Secretary is secretary to the Nomination Committee.

The Committee has the authority to seek any information that it requires from any officer or employee of the company or its subsidiaries. In connection with its duties, the Committee is also authorised by the board to take such independent advice (including legal or other professional advice, at the company’s expense) as it considers necessary. This includes requesting information from, or commissioning investigations by, external advisers.

Meeting Frequency

Meetings are held on an ad hoc basis, usually immediately after a board meeting, but on such other occasions as may be needed.

Main Activities in the Year

The Nomination Committee met twice during the year ended 31st March 2012, on the following dates, and it conducted the following business:

Meeting date Main activities
10th May 2011
  • Agreed to recommend to the board the appointment of Michael Roney as Senior Independent Director and as Chairman of the Management Development and Remuneration Committee (MDRC) with effect from the close of the annual general meeting in July 2011 following the retirements of Alan Thomson and Robert Walvis respectively
29th March 2012
  • Reviewed board size, structure and composition. The Chairman reported that Sir Thomas Harris would be retiring from the board at the close of the 2012 Annual General Meeting
  • Considered the process for the search for a new non-executive director, including the appointment of external search consultants
  • Discussed the selection criteria for the proposed appointment of a new non-executive director

Since 31st March 2012, the Nomination Committee met once, on the following date, and it conducted the following business:

Meeting date Main activities
31st May 2012
  • Reviewed progress in respect of the search for a new non-executive director, including the appointment of external search consultants

Boardroom Diversity

The search for board candidates is conducted, and appointments made, on merit, against objective selection criteria having due regard, amongst other things, to the benefits of diversity on the board, including gender. Diversity is considered by the Nomination Committee on behalf of the board in considering board composition and in its process for making board appointments, including in setting selection criteria. This is referred to further in the board’s statement on board diversity dated 28th November 2011 which is published in the Investor Relations / Corporate Governance section of the company’s website and is set out in the Corporate Governance Report.

In respect of the proposed recruitment of a new non-executive director, at its meeting on 29th March 2012 the Committee considered a specification which set out certain essential characteristics for the role, while stating the desirability of diversity.

On behalf of the Nomination Committee:

Tim Stevenson
Chairman of the Nomination Committee

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