ANNUAL REPORT AND ACCOUNTS 2012 - RSA, Annual Report ...

DIRECTORS’ AND CORPORATE GOVERNANCE REPORT CONTINUED
GROUP NOMINATION COMMITTEE REPORT
“During the year the Committee continued to focus
on ensuring that the right balance of skills, experience,
knowledge and independence is represented on the
Board both currently and in the future. In doing so,
the Committee identified potential new appointees
and made recommendations to the Board regarding
the appointment of a new Executive Director, a new
Non-Executive Director and a new Chairman, all
of whom bring complementary skills to maintain
the quality of the Board”
Edward Lea
Senior Independent Director
GROUP NOMINATION COMMITTEE
Membership and attendance at 2012 meetings
John Napier (Chairman) 1 6/6
Edward Lea 6/6
John Maxwell 6/6
Johanna Waterous 6/6
Notes:
1. John Napier retired as a Director and member of the Committee with effect from
31 December 2012.
PRINCIPAL DUTIES OF THE GROUP NOMINATION COMMITTEE
• To keep under review the capabilities required by the Board
and the leadership needs of the Group
• To review succession planning for the Board
• To manage the process of identifying potential Board appointees,
seeking advice from external advisers as appropriate for
recommending candidates for assessment by the Board as a whole
• To make recommendations to the Board in relation to the
re-appointment of any Non-Executive Director at the conclusion
of his/her specified term of office.
2012 KEY ACTIVITIES
• Managing the process of identifying Board appointees
• Recommending the appointment of a new Chairman
• Recommending the appointment of a new Executive Director
• Recommending the appointment of a new Non-Executive Director.
Membership
All members of the Committee are independent Non-Executive
Directors, with the exception of both the former Chairman and
the current Chairman who were independent on appointment.
The Chairman chairs the Committee unless it is dealing with matters
regarding his succession. The Chairman, Martin Scicluna, was appointed
to the Committee with effect from 8 February 2013 and with effect
from 1 March 2013, John Maxwell ceases to be a member of the
Committee with Alastair Barbour and Hugh Mitchell joining the
Committee on the same date.
Terms of Reference
The terms of reference set out the authority of the Committee to carry
out its duties. The Committee reviewed its terms of reference during
the year and these are available on the Company’s website,
www.rsagroup.com.
When appointing new Directors, regard is given to the size of the
Board, the balance of Executive and Non-Executive Directors and the
benefits of diversity, including gender. The Committee considers the
skills, experience, independence and knowledge already represented
when making recommendations to the Board on new appointments.
During the year, MWM Consulting Limited, an external search agency
specialising in the recruitment of Directors, was engaged to assist the
Company. A description of the role and the capabilities required for
each appointment were provided to the agency. Reports on potential
appointees were provided to the Committee members who, after
careful consideration, made a recommendation to the Board. MWM
Consulting Limited is independent and has no other relationship with
the Company.
During 2012, the Committee considered and recommended to the
Board the appointment of Richard Houghton as an Executive Director
and Group CFO, Hugh Mitchell as a Non-Executive Director and
Chairman of the Group Remuneration Committee and Martin Scicluna
as a Non-Executive Director and Chairman of the Company. All
candidates were considered to complement the existing skills, experience
and knowledge on the Board, with sufficient time to dedicate to the role.
Group Remuneration Committee
Full details of the activities and duties of the Group Remuneration
Committee can be found in the Directors’ Remuneration Report
on pages 55 to 71.
Group Audit Committee
Full details of the activities and duties of the Group Audit Committee
can be found in the Group Audit Committee Report on pages 52 to 54.
RELATIONS WITH SHAREHOLDERS
Dialogue with institutional shareholders
The Board attaches considerable importance to its relationships and
communication with shareholders. Senior management meet principal
institutional shareholders on a regular basis and Non-Executive
Directors are available to meet with institutional shareholders as
required. Executive Directors attended 68 meetings with investors
during 2012. The Board is made aware of significant issues raised by
shareholders. The Board receives regular reports from the Investor
Relations team on the views of institutional shareholders. Presentations
and meetings are conducted in compliance with the Company’s Inside
Information Policy and the Disclosure and Transparency Rules to ensure
that inside information is not disclosed prior to it being made available
to shareholders generally.
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