Given that this is a fairly young Board in terms of tenure, this improvement in diversity will not happen overnight but we are very mindful of the need to improve this and take positive action, and the matter is fully on our agenda.
The members of the Nomination Committee are myself along with Chris Batterham, Jonathan Brooks and Jennifer Duvalier. During the year, Thomas Chambers also served on the Committee until he resigned from the Board on 26 September 2018.
The Nomination Committee's objectives and responsibilities
The Nomination Committee is responsible for reviewing the size, structure, balance, composition and progressive refreshing of the Board and its committees and as such its duties include:
- Reviewing the structure of the Board.
- Evaluating the balance of skills, knowledge, experience and diversity on the Board.
- Making recommendations for further recruitment to the Board or proposing changes to the existing structure of the Board, or individual Directors.
- Reviewing the leadership needs of the Company, both Executive and Non-Executive.
- Succession planning for Directors and other senior Executives within the business.
- Recruiting, appointing and exiting of Directors.
- Overseeing membership of, and succession to, the various Board committees.
- Reviewing the time commitment required from the Non-Executive Directors on NCC business.
The Chairman of the Board leads the process for the appointment of new Non-Executive Directors to the Board and for the appointment of the Chief Executive Officer. The Chief Executive, in conjunction with the Chairman, leads the process for the Chief Financial Officer. The Senior Independent Director leads the process for a new Chairman of the Board.
In relation to an appointment to the Board, the Committee draws up a specification and assesses the capabilities and experience required for such a role, taking into account the Board's existing composition, including relevant experience and understanding of our stakeholder groups.
We also assess the time commitment required. Candidates are sought by third party executive search consultants and, where appropriate, through assessment of internal candidates and are then formally considered by the Nomination Committee. Extensive external referencing is completed.
Our objective is to have a broad range of skills, backgrounds, experiences and personal attributes within the Board as this ensures the Board is best placed to serve the Company.
All appointments are made on merit and against objective criteria with due regard for the benefits of diversity on the Board, including gender, nationality, and educational and professional background, as well as individual characteristics which will enhance diversity of thinking on the Board. The Company and the Committee value the aims and objectives of the Hampton-Alexander Review on FTSE Women Leaders and the Parker Review on ethnic diversity of UK Boards and support and apply the Group's diversity policy set out in Board composition and division of responsibilities.
The Group's gender diversity statistics are set out in Sustainability. At Board level, we currently have one female on our Board but we note that diversity extends beyond the measurable statistics of gender and ethnicity. As such, while we do not set any particular targets, we continue to take diversity in its wider context into account, having regard to the diversity policy, and recommend only the most appropriate candidates for appointment to the Board.
That said, we recognise that we still have much progress to make in terms of improving the diversity of the Board and our Executive Team (and indeed our workforce as a whole) in terms of gender. We will look to address this during future Board and Executive Committee appointments. Given that this is a fairly young Board in terms of tenure, this improvement in diversity will not happen overnight but we are very mindful of the need to improve this and take positive action, and the matter is fully on our agenda.
When a new Director is appointed they receive a full, formal and tailored induction into the Company and discuss with the Chairman any immediate training requirements.
The Committee's terms of reference can be found in the Group's Investors' section of the Company's website: www.nccgroup.trust/uk/about-us/investor-relations
The terms of reference are reviewed annually and updated when necessary.
During this financial year, the Committee held one scheduled meeting. One ad hoc meeting was also held to consider candidates for the CFO position and make a recommendation to the Board on the proposed candidate.
The attendance of individual Committee members at Nomination Committee meetings is shown in the table below. Unless otherwise indicated, all Directors held office throughout the year.
|Thomas Chambers(until 26 September 2018)||0(0)|
Activities during the year
|During the year, the Committee:|
|Conducted the search for a new CFO, considered the candidates, and recommended to the Board the appointment of Tim Kowalski|
|Evaluated the skills, knowledge and experience around the Board table|
|Reviewed the structure, size and composition of the Board|
|Reviewed Director length of service|
|Reviewed the diversity of the Board|
|Reviewed the memberships of all Committees|
|Reviewed the expected time commitment of the Chairman and the Non-Executive Directors|
During the year, the Nomination Committee carried out an internal self-evaluation on its effectiveness. A small number of recommendations were made, including a renewed focus on succession planning for both the Board and senior management.
External search consultancies
In accordance with B.2.4 of the Code, during the year the Committee engaged Elliott Armstrong in the recruitment of Tim Kowalski (Chief Financial Officer). Elliott Armstrong has no other connection with the Company.
Chairman, Nomination Committee
24 July 2019