Annual Report and Accounts 2012 - Speedy Hire plc

52 Governance
Nomination Committee report
The Nomination Committee presents its report in relation to the
financial year ended 31 March 2012.
Composition of the Nomination Committee
The Nomination Committee comprises the four Non-Executive
Directors: Ishbel Macpherson (Chairman), Michael Averill,
Chris Masters (from 13 July 2011) and James Morley, all of whom
are considered by the Board to be independent. Biographies of
the members of the Nomination Committee are set out on pages
30 and 31. Peter Atkinson was a member of the Nomination
Committee until his retirement from the Board on 13 July 2011.
Operation of the Nomination Committee
The Nomination Committee met on three occasions during the year.
Details of attendance at Nomination Committee meetings are set
out in the Corporate Governance Report on page 36.
The Nomination Committee’s duties include, inter alia:
> > reviewing the size and composition of the Board and
membership of Board Committees;
> > evaluating the balance of skills, knowledge and experience
of the Board;
> > ensuring that succession planning is in place for the Board;
> > ensuring that there is a formal and transparent procedure for
the appointment of new Executive and Non-Executive Directors
to the Board and making recommendations to the Board on
such appointments; and
> > the re-appointment of Directors following their retirement
by rotation.
During the year, the Nomination Committee reviewed the balance
of skills, knowledge and experience of the Board together with
the size, structure and composition of the Board, and reviewed
the succession plans for the Board. This included making
recommendations to the Board in relation to the appointment
of Lynn Krige as the new Group Finance Director and Executive
Director, following the resignation of Justin Read, and of Chris
Masters as a new Non-Executive Director, following the retirement
of Peter Atkinson at last year’s AGM. In addition, the Nomination
Committee recommended the re-election of Steve Corcoran,
Mike McGrath and James Morley and the election of Chris Masters
and Lynn Krige, as referred to in the Directors’ Report on page 33.
Speedy Hire Plc Annual Report and Accounts 2012
When dealing with the appointment of a successor to the
Chairman, the Senior Independent Non-Executive Director will
normally chair the Nomination Committee instead of the Chairman.
The Nomination Committee has a formal, rigorous and transparent
procedure for the appointment of new Directors to the Board.
The process in relation to the appointment of Lynn Krige and
Chris Masters involved interviewing suitable candidates who
were proposed by external search companies. Careful
consideration was given to ensure any potential appointees
had enough time available to devote to the role and that the
balance of skills, knowledge and experience on the Board was
maintained. When the Nomination Committee identified suitable
candidates, the Chairman of the Nomination Committee
made recommendations to the Board, with the Board making
the final decision.
At the invitation of the Chairman, the Chief Executive may attend
meetings of the Nomination Committee. The Company Secretary
acts as secretary to the Nomination Committee. The members of
the Nomination Committee can, where they judge it necessary to
discharge their responsibilities, obtain independent professional
advice at the Company’s expense.
The terms of reference of the Nomination Committee are
published on the Company website at www.speedyhire.plc.uk
and are available in hard copy form on application to the
Company Secretary.
This report was approved by the Board on 15 May 2012.
Ishbel Macpherson
Chairman of the Nomination Committee