Report of the Directors
Governance

Nomination Committee Report

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Board Appointments

As referred to above, the Nomination Committee has been engaged in selecting and appointing two new non-executive directors and one new executive director.

The selection process it has used in relation to these board appointments is referred to above. For both non-executive director appointments, an external search consultancy has been used, Russell Reynolds Associates, but not open advertising. Russell Reynolds Associates have provided certain advisory services to the Nomination Committee, as described under ‘Succession Planning’, but have no other connection with the company.

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 when considering board composition and in its process for making board appointments, including in setting selection criteria.

Having considered the question of diversity within the group during the year, the board adopted a policy on diversity at its meeting in March 2013. The policy is set out in full below.

Diversity Policy

This document sets out the policy of Johnson Matthey Plc (the company) in respect of diversity.

Board Diversity

The board acknowledges the importance of diversity in its broadest sense in the boardroom as a driver of board effectiveness.

Diversity encompasses diversity of perspective, experience, background, psychological type and personal attributes.

The board recognises that gender diversity is a significant aspect of diversity and acknowledges the role that women with the right skills and experience can play in contributing to diversity of perspective in the boardroom.

The Composition of the Board

The board will keep under review and evaluate its balance and composition to ensure that both it and its committees have the appropriate mix of skills, experience, independence and knowledge to ensure their continued effectiveness. In doing so, the board will take into account diversity, including diversity of gender, amongst other relevant factors.

The board will satisfy itself that plans are in place for orderly succession for appointments to the board so as to maintain such balance and to ensure progressive refreshing of the board.

Appointments to the Board

All appointments to the board will be made on merit while taking into account suitability for the role, board balance and composition, the required mix of skills, background and experience (including consideration of diversity). Other relevant matters will also be taken into account, such as independence and the ability to fulfil required time commitments in the case of non-executive directors.

The board will consider suitably qualified candidates for non-executive director roles from as wide a pool as appropriate, including candidates with little or no previous listed company board experience but whose skills and experience will add value to the board.

The board will brief executive search consultants engaged in the selection process for non-executive directors to review candidates from a variety of backgrounds and perspectives. They will be required to work to a specification which includes the strong desirability of producing a long list of candidates considered to meet the essential criteria for the role which fully reflects the benefits of diversity. The board will only engage executive search consultants who have signed up to the voluntary code of conduct for executive search firms on gender diversity on corporate boards.

The Challenges of Achieving Board Diversity

The board recognises that some challenges in achieving diversity on the board and within the company arise from social contexts with impacts not limited to the company. As such, Johnson Matthey faces challenges similar to those faced by other organisations in the chemical, technology and manufacturing sectors.

Notwithstanding this, the board is committed to ensuring that women have an equal chance with men of developing their careers within our business.

Johnson Matthey will develop and implement appropriate policies, programmes and initiatives designed to promote diversity at all levels of the organisation and to ensure, amongst other things, that there is a supply of women within the organisation who are qualified and capable of taking up senior positions.

Disclosure

The board will ensure that there is appropriate and meaningful disclosure in the company’s annual report of:

Review

The board will periodically review this policy and its effectiveness.

The Board of Directors,
Johnson Matthey Plc

March 2013

On behalf of the Nomination Committee:

Tim Stevenson
Chairman of the Nomination Committee

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