Photo of Keith Williams
The Committee's key objective is to ensure that the Board comprises individuals with the necessary skills, knowledge, experience and diversity to ensure that the Board is effective in discharging its responsibilities.

Keith Williams

Chair of the Nomination Committee

Chair's Letter

The Committee's role is to:

  • review the size, structure and composition of the Board;
  • ensure plans are in place for orderly succession to the Board and senior management positions; and
  • lead the process for appointments by identifying and making recommendations on potential candidates to join the Board.

The Committee's key objective is to ensure that the Board comprises individuals with the necessary skills, knowledge, experience and diversity to ensure that the Board is effective in discharging its responsibilities. During the year, the Committee has overseen the process for the search and appointment of David Adams' successor. This process will run into the autumn of 2020. Given the exceptional circumstances in which we find ourselves in regard to COVID-19, it has been agreed that David Adams will stay in office until the end of 2020. The full reasoning behind this decision is detailed in the Corporate Governance Report. In addition, it has been agreed that David will step down as Senior Independent Director at the conclusion of the AGM on Tuesday 15 September 2020 and Helen Jones will be appointed in his place.

Keith Williams

Chair of the Nomination Committee

6 July 2020

FY20 Key Achievements

  • commencing the search for a new Non-Executive Director; and
  • appointing Helen Jones to take over as Senior Independent Director from David Adams.

Areas of Focus in FY21

  • to continue the search to identify and appoint a new Non-Executive Director to replace David Adams;
  • to assist the management team in developing its relationship with the Board and business; and
  • to identify an appropriate candidate for the role of Group People Director.

Nomination Committee meetings held

Committee Composition

During the year, the Committee comprised:

  • Keith Williams (Chair)
  • David Adams
  • Helen Jones
  • Jill Caseberry

Two scheduled Committee meetings were held during the year, and were attended by all members. After each Committee meeting, I reported to the Board on the key issues that we had discussed. A number of informal discussions, particularly relating to the appointment of the new Board member, were also held with the Committee members throughout the year when the need arose.

Activities During the Year

During the year, the Committee's main focus was on the search for a new Non-Executive Director and to appoint a replacement Senior Independent Director.

During the year, the Committee:

  • commenced the search for a new Non-Executive Director to replace David Adams;
  • considered the appointment of Helen Jones as the Senior Independent Director;
  • reviewed the composition of the Board and its succession plan;
  • reviewed progress made on the recruitment for senior positions;
  • carried out an annual review of the Committee's Terms of Reference;
  • recommended re-election of the Board at the forthcoming Annual General Meeting; and
  • reviewed the external Board performance evaluation process.

Board Appointments

As explained in the FY18 Annual Report, David Adams will have served nine years this year which means his term of appointment came to an end in the spring of 2020. However, as detailed above, David has agreed to stay until the end of 2020 to ensure continuity for the Board through the COVID-19 pandemic. Further details can be found in the Corporate Governance Report. Whilst David continues to act as a Non-Executive Director, he will cease to act as Senior Independent Director at the AGM on Tuesday 15 September 2020 when Helen Jones will be appointed to cover this position. The search for a new Non-Executive Director will continue in FY21 with the expectation that a replacement will be appointed during the autumn/winter of 2020. Odgers Berndtson has been appointed as advisors to the Committee in the search for the external candidates for this role. The process is being led by myself, as Chair, together with the Committee. Odgers Berndtson does not have any other connection with the Company.

Diversity

The Group's Diversity Policy ("Diversity Policy") sets out our commitment to eliminate discrimination and to encourage diversity and equality across the Board of Directors and amongst all our colleagues, irrespective of their gender, race, ethnic origin, disability, age, nationality, national origin, sexual orientation, gender reassignment, marital or civil partnership status, pregnancy or maternity, religion, beliefs and social class. The Board has not considered it necessary to set a formal target for including diversity on the Board. In addition, half of our Board is female and we are in excess of the recommended target published by the November 2017 Hampton-Alexander Review. Our Diversity Policy applies to all our activities, including our role as an employer and as a provider of services, ensuring that no colleague, potential colleague, customer, visitor or contractor will receive less favourable treatment on the grounds of gender, race, ethnic origin, disability, age, nationality, national origin, sexual orientation, gender reassignment, marital or civil partnership status, pregnancy or maternity, religion, beliefs and social class. The Company does not currently publish specific diversity targets but, in practice, we have created a more balanced and diverse Board and Executive Team. We continue to work to monitor these issues across the entire business.

Further information regarding Board diversity can be found in the Directors' Report and Corporate Governance Report.

Board Succession

As a Board, we consider succession planning each year in respect of both Director roles and our senior management team. Our senior Executives have well developed skills and experience to fulfil their roles, but we know that these have to be constantly updated as new challenges arise. A key factor in making better decisions is that we have a diverse range of Directors, Executives and colleagues throughout the business. Accordingly, we monitor our diversity and gender positions each year and are able to identify where we will benefit from changes and improvements.

Looking Ahead

We expect our monitoring activities to continue in future and this will ensure that the leaders within our business are best equipped to deal with the challenges ahead and ensure the long-term success of the Group.

Keith Williams

Chair of the Nomination Committee

6 July 2020

Board Appointment Process

Step One

  • Identify and appoint external search consultancy; and
  • Identify and approach suitable candidates.

Step Two

  • Interview suitable candidates;
  • Make a formal offer; and
  • Consider the requirements of the Terms of Reference in relation to the appointment.

Step Three

  • Announce appointment; and
  • Commence induction programme