Nomination and Governance Committee

Nomination and Governance Committee

The Nomination and Governance Committee members are Irene Dorner (who also Chairs the Committee), Rob Noel, Gwyn Burr, Jitesh Gadhia, Scilla Grimble, Angela Knight and Humphrey Singer.

Nomination and Governance Committee report

Terms of Reference

Irene Dorner

Nomination and Governance Committee summary

The main objectives of the Committee are to ensure that there shall be a formal, rigorous and transparent procedure for the appointment of new Directors to the Board, its Committees and other senior positions in the Company; and to keep the Board's corporate governance arrangements under review and to ensure that both the Company and the Board operate in a manner consistent with corporate governance best practice.

During 2020, the Committee:

  • Oversaw the retirement of Kevin Beeston and Kate Barker, and the appointment of Irene Dorner as Chairman and Rob Noel as the Company's Senior Independent Director
  • Reviewed the composition of the Board and its Committees and recommended the appointment of two new Independent Non Executive Directors to ensure the maintenance of the appropriate balance of experience and skills
  • Oversaw the recruitment process of two new Independent Non Executive Directors
  • Thoroughly reviewed the succession and contingency plans at Board, Committee and senior management level
  • Established a Disclosure Committee to enhance the structure of ongoing compliance with the provisions of the Market Abuse Regulation
  • Reviewed the operation of governance and compliance processes across the Company during the COVID-19 pandemic
  • Oversaw the progress on diversity and inclusion and set objectives to ensure future progress
  • Embraced the Committee's oversight and input into the Company's corporate governance practices

In 2021, the objectives of the Committee are as follows:

  • Embrace the Committee's current responsibility for the oversight and achievement of the Company's ESG agenda
  • Drive the Company's diversity and inclusion agenda across the Company and ensure it is embedded within the Company's culture
  • Continue to review succession and contingency planning across the business
  • Ensure the Company continues to have the necessary level of Board and senior management skills and leadership to effectively deliver the strategy
  • Further develop and embed good governance processes and compliance and ensure the Company operates in line with, and exceeds where possible, corporate governance best practice