28 | GOVERNANCE | Directors’ Report on Corporate Governance
Statement of diversity policy The Group recognises the value of a diverse workforce and aims to attract and retain the best people from the widest pool of talent, experience and perspectives drawn from all sections of society. We believe that differences in gender, background, perspective, expertise and culture are an asset to the Company.
The diversity of the Board is intended to be improved when new appointments are made as a result of Director rotation. As a result, the Company’s succession planning process has been revised to include the Company’s commitment to improved diversity (including gender diversity).
Consistent with the Board’s intention to improve diversity through Director rotation, we anticipate that there will be at least one female Director appointed to the Board by 2013.
(A) Statement of the Nomination Committee
Purpose and Terms of Reference The Committee leads the process, and makes recommendations to the Board, for all new Board appointments and the appointment of Non-executive Directors to any Board Committee. It is responsible for evaluating the balance of skills, knowledge and experience on the Board and ensuring that a formal, rigorous and transparent appointment process exists.
Membership The Committee is chaired by Edward Bramson. The Committee comprises the Executive Chairman and two independent Non-executive Directors.
Members of the Nomination Committee: Edward Bramson (appointed Chairman on 3 February 2011), Keith Bedell-Pearce and Kieran Poynter (appointed 1 March 2011).
Nick MacAndrew and Brian Larcombe served as members of the Committee until their removal from the Board on 3 February 2011.
Activities and work of the Committee Throughout 2011 external search consultants were engaged by the Committee to conduct a search for two additional independent Non-executive Directors. Having identified suitable candidates, the Committee recommended the appointment of Keith Jones and Keith Percy to the Board in October 2011. Messrs Jones and Percy joined the Board in November 2011 following receipt of their necessary FSA approvals.
As an integral part of its succession planning, the Committee reviews the balance and composition of the Board including the number of Directors serving thereon.
On an annual basis the Committee reviews the terms and conditions of appointment of Non-executive Directors set out in the standard letter of appointment to ensure that they continue to meet the requirements of the Code. This standard letter of appointment can be inspected during normal working hours at the Company’s registered office by contacting the Company Secretary. The Committee considers, on an annual basis, the time required of Non- executive Directors for the fulfilment of their duties and assesses the contribution of the Directors, their independence and their suitability for re-election prior to an appropriate resolution being put to shareholders. Under the Company’s Articles of Association, all Directors are subject to election by shareholders at the first opportunity after their appointment and to re-election at least every three years. However, in line with the Code, all of the Directors are subject to annual re-election by Shareholders.
For the Board
Edward Bramson Chairman, Nomination Committee 23 March 2012
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