Nomination Committee Report

The Nomination Committee presents a separate report in relation to the financial year ended 31 December 2008.

Composition of the Nomination Committee

The Nomination Committee comprises the three Non-Executive Directors, Gerald Corbett (Chairman of the Nomination Committee), Michael Wemms and Rob Rowley. Rob Rowley and Michael Wemms are considered by the Board to be independent. Gerald Corbett was considered by the Board to be independent on appointment. Biographies of the members of the Nomination Committee are set out here.

Operation of the Nomination Committee

The Nomination Committee met on two occasions during the financial year ended 31 December 2008. Details of the attendance at Nomination Committee meetings are set out in the Corporate Governance Report.

The Nomination Committee meets as necessary and is responsible for evaluating the balance of skills, knowledge and experience of the Board, considering the size, structure and composition of the Board and, where necessary, considering and recommending to the Board persons who are appropriate for appointment as Directors.

The Nomination Committee has a formal, rigorous and transparent procedure for the appointment of new Directors to the Board. The process involves the Nomination Committee interviewing suitable candidates who are proposed by either existing Board members or by an external search company. Careful consideration is given to ensure appointees have enough time available to devote to the role and that the balance of skills, knowledge and experience on the Board is maintained.

When dealing with the appointment of a successor to the Chairman, the Senior Independent Non-Executive Director will chair the Nomination Committee instead of the Chairman.

When the Nomination Committee has identified a suitable candidate, the Chairman of the Nomination Committee will make a recommendation to the Board with the Board making the final decision.

During the year, the Nomination Committee reviewed the balance of skills, knowledge and experience of the Board together with the size, structure and composition of the Board, and considered the appointment of additional Executive Directors of the Company including the appointment of a Chief Executive Officer to succeed Simon Nixon.

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