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Annual Report & Accounts 2016 - Governance
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44 GVC Holdings PLC Annual Report 2016 Who are the members? LEE FELDMAN - CHAIRMAN PETER ISOLA STEPHEN MORANA With the exception of the Chairman, all the members are deemed independent by the Board. Lee Feldman was deemed independent when appointed Chairman of the Board. What does the Nominations Committee do? The Board has adopted a formal and transparent procedure for the appointment of new Directors to the Board by appointing a Nominations Committee to lead the process of appointment and make recommendations to the Board. The Nominations Committee also advises the Board on its structure, size, composition and matters of Director and senior management succession. The terms of reference for the Nominations Committee are available on GVC's corporate website at: http://gvc-plc.com/archive/governance/Nomination-Committee-tor.pdf. How many times did the Nominations Committee meet in 2016 and who attends? The Nominations Committee was established by the Board in April 2016. The Nominations Committee met once in 2016 and all members were present. The Company Secretary attends all Nominations Committees to record meetings and provide advice to the Directors. The CEO is normally invited to attend each meeting and the HR Director may be invited to attend from time to time to participate in discussions about succession planning. What has the Nominations Committee been doing? In 2016 the Nominations Committee addressed the need to recruit a new Chief Financial Officer following Richard Cooper's decision to step down as a Director in early 2017. Guided by the Chairman and CEO, with assistance to find suitable candidates from Sheffield Haworth, a recruitment firm, Paul Miles, the Chief Financial Officer at Wonga, was eventually identified as the appropriate successor to fill the Chief Financial Officer position. Following a recommendation from the Nominations Committee, the Board decided to proceed with the appointment of Paul Miles, who joined the Company on 20 February 2017 and became Chief Financial Officer on 28 February 2017. The Nominations Committee retained Heidrick & Struggles in 2016 to find candidates with the necessary knowledge and expertise to take on the Senior Independent Director ("SID") role. Following various discussions and meetings amongst the Nominations Committee members and candidates, in March 2017 the Nominations Committee recommended to the appointment of Will Whitehorn as a Non-executive Director. The Board resolved to make this appointment with effect from 23 March 2017. Both Sheffield Haworth and Heidrick & Struggles follow best practice and adopt the Voluntary Code of Conduct for Executive Search Firms. ACCOUNTABILITY: NOMINATIONS COMMITTEE REPORT Governance continued