The Committee’s terms of reference, which can be found on the Group’s website and can be obtained from the Company Secretary, deal with such issues as membership and frequency of meetings, together with the requirements for quorum and notice procedure and the right to attend meetings. The responsibilities of the Committee covered in its terms of reference include reviewing Board composition, appointing new Directors, re-appointment and re-election of existing Directors, succession planning taking into account the skills and expertise that will be needed on the Board in the future, reviewing time required from Non-executive Directors, determining membership of other Board Committees and ensuring external facilitation of the evaluation of the Board. As part of its activities the Committee also considers the diversity of the Board.
The Code recommends that a majority of the members of the Nomination Committee should be independent Non-executive Directors. The Committee is chaired by me, and its other members are Michael Shallow, Jemima Bird and Mark McQuater, of whom Michael and Jemima are independent Non-executive Directors. Consequently, the Committee complies with the Code recommendation. By invitation, the meetings of the Committee may be attended by the Chief Financial Officer, although this did not happen during the year under review.
Meetings and attendance
During the 52 weeks ended 1 July 2017, the Nomination Committee met formally on two occasions with all members attending the meetings. The Committee will continue to meet formally at least once a year and at such other times as the Board or the Committee Chairman requires. The Committee has access to sufficient resources to carry out its duties, including the services of the Company Secretary. Independent external legal and professional advice can also be taken by the Committee if it believes it is necessary to do so.
Election of Directors
On the recommendation of the Committee and in line with the Code, all of the Group’s Directors will stand for election at the forthcoming AGM and will subsequently offer themselves for re-election on an annual basis.
The biographical details of the Directors can be found on page 24. Following performance evaluations conducted during the year, the Committee is satisfied that the Directors, who served during the 52 weeks ended 1 July 2017, performed effectively and demonstrated a commitment to their roles. This will continue to be monitored going forward with further formal performance reviews taking place during the 52 weeks ending 30 June 2018.
The Committee supports the aims, objectives and recommendations outlined in Lord Davies’ report “Women on Boards” and is aware of the need to increase the number of women on the Board, to which it is committed over time. Within this overriding commitment, we will make appointments based on merit and against objective criteria to ensure we appoint the best individual for each role. The Committee and the Board understand the importance of a diverse Board membership as well as throughout the Group, and recognise that diversity encompasses not only gender but also background, ethnicity and disability. The Committee believes that appointments should be made on merit, the key criterion being whether or not the appointee can add to or complement the existing range of skills and experience on the Board.
Jemima Bird was appointed to the Board during the reporting period and two of the seven members of the Senior Management Team are women (29 per cent). Across our business of approximately 2,743 employees, female employees represented approximately 42 per cent of the workforce as at 15 July 2017. The Group is committed to continuing to develop the potential of its female employees through its training programmes and its corporate development pipeline.
I look forward to meeting with shareholders at the AGM to answer any questions on the work of the Nomination Committee
Chairman of the Nomination Committee
3 October 2017
I am pleased to introduce the report of the Nomination Committee for the 52 weeks ended 1 July 2017.
Keith Edelman - Chairman of the Nomination Committee