For the year ended 31 December 2009
The principal role of the Nominations Committee is to identify and nominate for Board approval, candidates to fill board vacancies as and when they arise. It is required to prepare a description of the role, and capabilities required, for any appointment, and to maintain contact with major shareholders about appointments to the Board. It also keeps the structure, size and composition of the Board under review, and considers succession planning for both executive and non-executive directors and for other senior executive posts. The terms of reference of the Committee are available on the Company's website or from the Company Secretary.
During the year, the Committee members were Tim Stevenson (Chairman), together with Chris Bunker, and John Coleman, both of whom are independent non-executive directors.
Although the Committee did not meet formally during 2009, a large number of discussions were held between Committee members, in relation to two appointments:
- In the early part of the year, the Committee completed its search for a new non-executive director to replace Mike Dearden, who retired in November 2008, and this resulted in the appointment of Philip Jansen in April;
- In January, the Committee began a process to find a new Chairman-designate, to succeed Tim Stevenson who planned to step down during 2010. This process was chaired by Chris Bunker, as Senior Independent Director, and following consultation with major shareholders, Robert Walker was appointed in September.
For both of these appointments, the Committee members and other directors had the opportunity to contribute to the specification for the post and to meet with candidates. During the process all directors were kept fully informed about the progress of the recruitment. In both cases, the Committee was assisted in its search by executive recruitment consultants, Russell Reynolds Associates.
The Chairman of the Nominations Committee will be available at the Annual General Meeting to answer any questions about the work of the Committee.
Tim Stevenson
Chairman, Nominations Committee
23 February 2010