As disclosed on page 40 of these corporate governance statements, the Directors
are conscious of the general political and cultural desire to have greater gender
diversity on boards of directors. Whilst women candidates were eligible for the roles
mentioned above, the Nominations Committee has begun a specific process of
identifying female candidates with the necessary skills, knowledge and expertise
to join the Board as an independent Non-executive Director. The aim is to have
appointed at least one female Director by the end of 2017. The Nominations
Committee intends to follow the process set out below:
The Nominations Committee agrees a specification for the independent Non-executive Director role.
The Nominations Committee decides on which search and selection firm to use for the project.
With the role specification the search and selection firm look for suitable candidates.
The recruitment firm presents a long-list of candidates with biographies for the role which is
reviewed by the Nominations Committee and the candidates narrowed down to a short-list.
The recruitment firm ascertains the chosen candidates' availability and interest in the role and
arranges interviews with the Nominations Committee members.
Candidates interviewed by the Nominations Committee members, who then feedback to the
Chairman. The candidates also meet with the CEO to give them the opportunity to ask questions
about the Group's business.
The Nominations Committee meets and decides on which candidates to recommend for
appointment to the role.
The Board considers the recommendations from the Nominations Committee and resolves whether
to make an appointment or refer the recruitment process back to the Nominations Committee for
Throughout any recruitment the process the Nominations Committee operates
within the parameters of the Company's diversity policy. The diversity policy ensures
the Group engages trains and promotes employees on the basis of their capabilities,
qualifications and experience. The policy forbids discrimination or pressure to
discriminate by its employees or others acting on the Group's behalf or their
employees, contractors or customers in respect of age, sex, sexual orientation, race,
ethnic origin, marital status or civil partnership, nationality, disabilities, political or
religious beliefs, or on any other criteria unrelated to an individual's ability to perform
the duties. The policy also sets out how the diversity guidelines impact recruitment,
selection and promotion, learning and development, the management of part-time
workers and individual employee responsibilities for ensuring enforcement and
compliance with the policy. Owing to the breadth of diversity existing across the
Group, diversity ratios or objectives have not been set.
Has the Nominations Committee reviewed
the Group's succession plans?
The Nominations Committee started a process for formalising and documenting
a succession plan for the Directors and members of the senior management team.
The plan covers short-term emergency cover in the event someone is incapacitated
or unavoidably unavailable on a temporary basis and also long-term succession
should an individual leave the Group.
A working draft succession plan was reviewed by the Nominations Committee in
March 2017 and is subject to further development to ensure the plan is thorough
and coherent. The revised plan will be reviewed again in 2017.
Has the Nominations Committee made any
recommendations regarding the re-appointments
at the 2017 AGM?
In March 2017 the Nominations Committee met and reviewed the proposed
re-appointments at the 2017 AGM of:
1. Kenneth Alexander
2. Karl Diacono
3. Lee Feldman
4. Peter Isola
5. Paul Miles
6. Stephen Morana
7. Norbert Teufelberger
8. Will Whitehorn
On the basis of experience, performance, skills and commitment demonstrated,
and also in light of the results of the 2016 Board evaluation results, the Nominations
Committee advised the Board that it is appropriate to recommend each of the
Directors for reappointment.
Chairman of the Nominations Committee
23 March 2017