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Nomination Committee reportIain NapierNon-Executive ChairmanCommittee ChairmanChristine Bogdanowicz-BindertIndependent Non-ExecutiveDirectorJeff CarrIndependent Non-ExecutiveDirectorBob LeeIndependent Non-ExecutiveDirectorSandra TurnerIndependent Non-ExecutiveDirectorChris BullChief ExecutiveRole and MembershipThe principal role of the Nomination Committee is to assistthe Board in reviewing the structure, size and compositionof the Board and its committees. The Committee agrees theskills and profile specification for new appointments andidentifies and nominates candidates to fill Board vacancies.The Committee is also responsible for recommendingthe election or re-election of directors to the Board.The Committee’s terms of reference were reviewed duringthe year and minor changes made to reflect the actualoperation of the Committee. It was concluded that theCharter complies with all relevant guidelines and operatessatisfactorily. The Committee’s Charter is available from theGroup’s website at www.mcbride.co.uk.The Committee’s Chairman is the Chairman of the Board andthe other members comprise all the non-executive directors,Christine Bogdanowicz-Bindert, Jeff Carr, Bob Lee andSandra Turner, and the Chief Executive Chris Bull. Colin Smithwho has been a member of the Committee will step downafter the conclusion of the 2011 AGM.Work of the Committee during the yearThree meetings of the Committee were held during the year,in July 2010, January 2011 and June 2011.The meeting held in July 2010 was convened for the purposesof assessing the contributions of the individual directorsin light of the output received from the Board PerformanceEvaluation exercise and, accordingly, to consider theirre-election to the Board at the 2010 AGM as appropriate andto review the composition of the committees of the Board.The re-appointments of both the Senior Independent Directorand the Chairman were also considered and affirmed.Formal and tailored induction programmes were also drawnup for both the new non-executive directors.During the year, the Committee reviewed the requirementsfor the retirement of directors at the 2011 AGM. The provisionsof the Code were considered and it was agreed that alldirectors would be required to retire and seek re-appointmentby shareholders at every AGM in the future. The desirabilityof appointing new non-executive directors to the Board wasalso considered.At the meeting in June 2011, the Committee met for thepurposes of:> Assessing the contributions made by the individualdirectors prior to recommending their re-election to theBoard;> Considering the re-election of the non-executive directorsand of the Chairman to the Board;> Considering the re-election of the executive directorsto the Board;> Reviewing the composition of the Remuneration, Audit andNomination Committees.Work of the Committee during the year continuedThe meeting also addressed the question of putting in placerelevant succession plans to ensure that there is continuityof appropriate executive resource at and immediatelybelow Board level. The matter of succession planning hassubsequently been deemed to be a matter for the Boardas a whole. The Chief Executive has been requested toconsider this matter and to develop a programme forBoard consideration.No Committee member participated in any discussion relatingto their personal position.Renewal of non-executive appointmentsThe Committee noted the recommendation under theCode for non-executive directors, who had served on theBoard for more than nine years, to retire. The appointmentof Colin Smith, who had served on the Board since 2002,was therefore duly considered and Colin indicated hisintention to stand down from the Board and its committeeswith effect from the conclusion of the 2011 AGM. He will alsoresign his position as Senior Independent Director.Christine Bogdanowicz-Bindert will also have served a fullnine-year term during the course of 2012 and has notifiedher intention to stand down from the Board and itscommittees with effect from the end of the calendar year.Taking due account of the need to refresh the Board, searcheswere commissioned to identify potential new candidatesas non-executive directors.Conduct of non-executive searchesThe Committee discussed the appropriate role specificationsbearing in mind the developing focus on the value of Boarddiversity. It was agreed that this should also include the skillssuitable specifically for Audit Committee membership.Independent consultants were appointed to conduct thesearches. Lists of names were shared with Committeemembers and potential candidates were duly interviewed.Appointments of Jeff Carr and Sandra Turner asindependent non-executive directorsSearches were commissioned with the assistance of externalconsultants. The process was led by a Steering Groupcomprising the Chairman, the Chief Executive and the SeniorIndependent Director. Contact continued to be maintainedwith the remaining members of the Committee on a regularbasis to ensure they were fully engaged and had relevantopportunity to provide input to the decision-making process.It was agreed that appropriate focus must be directed towardsengaging candidates of the right calibre and experience.Various potential candidates were identified and shortlistedcandidates were subsequently interviewed by membersof the Committee and appropriate references sought.In January 2011, the Committee was pleased to recommendto the Board the appointment of Jeff Carr. Jeff was alsoconsidered to have the relevant financial expertise suitablefor Audit Committee chairmanship in due course.Subsequently, in June 2011, the Committee was alsopleased to recommend to the Board the appointmentof Sandra Turner, who has strong blue chip credentials andparticular retail expertise, as an additional independentnon-executive director.Senior Independent DirectorRecognising that Colin Smith intended to stand down fromthe Board with effect from the 2011 AGM, the Committee alsogave due consideration to the appointment of a new SeniorIndependent Director and duly endorsed, for Board approval,the proposal that Bob Lee should be appointed as Colin’ssuccessor in this role following the 2011 AGM.I J G NapierChairmanOverview Business review Governance Financials Shareholder informationColin SmithSenior IndependentNon-Executive Director68 McBride plc Annual Report and Accounts 2011 McBride plc Annual Report and Accounts 2011 69