The Nomination Committee is a committee chaired by Charles Brady, membership of which is comprised solely of Independent Non-Executive Directors.
The Nomination Committee meets as frequently as is required to fulfil its duties. When there are no specific decisions or recommendations to be made, the Chairman of the Committee consults the other member of the Committee as necessary.
Responsibilities of the Nomination Committee
The responsibilities of the Nomination Committee include:
- reviewing the structure, size and composition of the Board and making recommendations to the Board with regard to any adjustments that are necessary;
- identifying and nominating candidates for the approval of the Board to fill Board vacancies as and when they arise; and
- putting in place plans for succession at Board level.
The Company supports the Code provision that Boards should consider the benefits of diversity, including gender, when making appointments and is committed to ensuring diversity, not just at Board level, but also across the Company’s senior management, not least because it believes that business benefits from the widest range of perspectives and backgrounds.
The Company’s aim as regards the composition of the Board is that it should have a balance of experience, skills and knowledge to enable each Director and the Board as a whole to discharge their duties effectively. Whilst the Company agrees that it is appropriate that it should seek to have diversity on its Board, it does not consider that this can be best achieved by establishing specific quotas and targets and appointments will continue to be made based wholly on merit.
The Nomination Committee has terms of reference which are re-considered annually.