Corporate governance

Dick Olver
Nominations Committee Chairman

Members

Dick Olver (Chairman)
Phil Carroll
Sir Peter Mason

Responsibilities

Reviewing regularly the structure, size and composition of the Board and making recommendations to the Board on any desired changes.
Identifying and nominating for the Board’s approval suitable candidates to fill vacancies for non-executive and, with the assistance of the Chief Executive, executive directors.
Planning for the orderly succession of new directors to the Board.
Recommending to the Board the membership and chairmanship of the Audit and Remuneration committees.

The full terms of reference of the Nominations Committee can be found on the Company’s website or can be obtained from the Company Secretary.

Governance

The Nominations Committee was in place throughout 2007. It is chaired by the Chairman of the Company. Whilst he is not deemed to be independent, the other two members of the Committee are independent non-executive directors in accordance with provision A.3.1 of the Combined Code.

The Committee normally asks the Chief Executive and Group Human Resources Director to attend its meetings. However, during the year the Committee did meet without Company executives present.

The Committee met eight times in 2007.

Activities

The Committee is responsible for nominating suitable candidates for appointment to the Board – in both executive and non-executive capacities. When the Committee identifies a need to recruit new non-executive directors, a profile of the ideal candidate is produced based on the skills and experience required. The Company is increasingly global and looks beyond both the UK and the US to identify the right people. Search consultants have an important role to play in identifying suitable candidates based on the Committee’s requirements. In 2007, The Zygos Partnership was engaged to assist in such search activities.

Each year the Committee undertakes a detailed review of the Company’s management resources and the succession plans for all senior executive positions. The Committee is interested in both the quality of management resource and also its depth, looking at who is ready to take on specific management positions now, as well as who is likely to come through in the next couple of years and beyond. The Committee also monitors the development of senior management, ensuring that individual development plans are in place.

Overseeing the process for the appointment of executive directors is the most important task that the Committee has to perform. As reported on the Our governance framework page, the Committee is undertaking the task of finding the right person to succeed Mike Turner when he retires later this year. This process was started last year and the Committee is committed to doing this in line with best practice, reviewing rigorously both external and internal candidates.

On behalf of the Nominations Committee