Investors

The Nomination Committee is a committee of the Board. View its terms of reference, copies of which are also available on request from the company secretary. The Committee has responsibility for leading the process for appointments to the Board and making recommendations to the Board in that regard. It is also responsible for evaluating the composition and balance of the Board and considering succession planning arrangements for directors and senior appointments within the Group.

The independent non-executive directors who serve on the Committee are shown in table 1.

Table 1: Members of the Committee

Committee meetings are attended by the Group HR director, Alun Griffiths, at the discretion of the Committee chairman. The company secretary, Richard Webster, acts as secretary to the Committee. No director, the company secretary or other attendee participates in discussions regarding their own appointment and/or replacement.

The Committee follows a process for Board appointments that it considers to be rigorous and transparent. This process involves the use of external executive recruitment agencies and includes a review of the skills, experience and knowledge of the existing Directors to assess which potential candidates would most benefit the balance of the Board, having regard also to the need for succession planning.

Directors are required to allocate sufficient time to the Company to discharge their responsibilities effectively.

The chairman, supported by the company secretary, ensures that information flows within the Board and between the Board, its committees and senior management are working effectively. This includes maintaining a rolling twelve-month agenda for Board meetings to ensure all relevant matters are considered at the appropriate time. The company secretary is also responsible for advising the Board on corporate governance matters and ensuring the Board’s procedures are complied with.

A comprehensive induction programme has been established for new appointees to the Board, consisting of the provision of background information on:

• directors duties and authorities
• Board processes
• corporate governance within the Group
• the Group’s businesses and performance
• current and recent matters considered by the Board.

The induction is supported by meetings with employees and site visits. The induction is tailored to each new director’s specific needs and takes place over a period of several months.

The chairman regularly discusses with the directors their training requirements. The company secretary provides the directors with information on appropriate opportunities and arranges any required training. In addition, key employees are invited to attend Board lunches and dinners, which, together with presentations and site visits, ensures the directors remain informed of current business operations and developments.

If required, the directors may request independent, professional advice, which the company secretary will arrange for them.

The Board undertakes a comprehensive evaluation of the performance of the Board, its committees and individual directors annually. The results of this process are disclosed in the Annual Report. The key findings of each performance review are the subject of focus in the next financial year and progress is considered as part of the next performance evaluation.

In line with the requirements of the UK Corporate Governance Code (the UK Code) it is expected that an external third party will facilitate the evaluation process at least once every three years.

In accordance with the Company’s articles of association and the requirements of the Combined Code, directors are required to submit themselves for election by shareholders at the first annual general meeting after their appointment and thereafter at intervals of no more than three years with at least one third of the Board retiring each year. Any director eligible to do so may offer themselves for re-election on retirement. However, from 2011 directors will submit themselves for re-election annually, in line with the requirements of the UK Code.