Annual Report and Accounts - Hemscott IR

TRAVIS PERKINS ANNUAL REPORT AND ACCOUNTS 2012
Nominations Committee Report
FOR THE YEAR ENDED 31 December 2012
Just as the Audit Committee is responsible for monitoring the
performance and condition of the Group’s financial and physical
assets, so the Nominations Committee is responsible for monitoring
the performance, appropriateness and future succession of the
Group’s executive and Board talent. Reflecting this importance, the
Nominations Committee has met as frequently as the Board’s other
major committees over the past two years. The Committee met five
times in 2012 and comprises myself as Chair, Chris Bunker and John
Coleman, although all the other Non-Executive Directors also came
to the meetings. Frequent attendees at the meetings were the Group’s
Chief Executive and Group HR Director, depending on the relevance of
the issues under discussion.
The principal role of the Nominations Committee is to identify,
and nominate for Board approval, candidates to fill Board vacancies
as and when they arise. Of course, these days it is more and more
important to plan for Board and executive succession well in advance,
in order to ensure smooth succession and ensure that the Group’s
Board and executive leadership skills are fully aligned to the Group’s
long term strategy.
In planning these appointments, the Nominations Committee will:
• Prepare a full description of the role, skills and capabilities
required;
• Appoint external search firms, each time reviewing alternative
options, and ensuring that the chosen firm has signed up to the
relevant industry codes, for example, on diversity;
• Engage with the Group’s major shareholders on future skill
requirements and ideas for potential candidates.
A further important role for the Committee is to ensure that there
is a continuous pipeline of high performing and executive talent
at the two levels below executive director. These discussions
would normally take place at least once a year. In this sense, the
Nominations Committee has a broader HR function.
The focus of the Committee’s work in 2012 was on four topics:
• The search for a high calibre candidate to succeed Paul Hampden
Smith as Group CFO, given his intention to retire. Russell Reynolds
was chosen, after considering a number of alternatives, to
conduct the search and was given a wide remit and demanding
specification, covering both the UK and international markets,
private equity as well as plc companies. We were delighted to
announce the appointment of Tony Buffin, who will join the Group
on April 8 2013; Tony was previously Group CFO at the £20bn
revenue Coles Group in Australia;
• Detailed plans for the further personal development of John
Carter, following his appointment as Deputy Chief Executive.
All our Non Executive Directors were individually and
collectively involved in contributing to John’s development,
as well as specifically tailored courses;
• A performance review of new hires and new appointments to the
Group below executive director level and the available pipeline of
internal talent feeding into those management levels;
• Approval for future use of new service contracts that take into
account recent legal and corporate governance developments.
In the coming year, the focus of the Committee’s work will switch to
planning the future Non Executive membership of the Board. This
is because three of our current NEDs are due for retirement in the
next three years and in addition, Philip Jansen has decided to retire
from the Board after the Annual General Meeting because of his
other executive commitments. We plan to conduct a comprehensive
assessment of the Board’s skills, given our long-term strategy, to
ensure that our future NEDs are fully able to complement and
support the executive leadership. In leading this process on the
Nominations Committee, I will be discussing this skills assessment
with each of our major investors, seeking their input and where
possible their suggestions as to possible nominees.
Importantly, we will also continue the development work
undertaken in 2012 on preparing for future senior executive
succession.
As Chairman of the Committee, I will be available at the Annual
General Meeting to answer any questions about the Committee’s work.
Robert Walker
Chairman
GOVERNANCE
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