united-utilities-annual-report-2015

UNITED UTILITIES GROUP PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2015Stock Code: UU.unitedutilities.comMain responsibilities ofthe committee• Lead the process for boardappointments and makerecommendations to the boardabout filling vacancies on theboard, including the companysecretary• Consider the succession planningof directors and members of theexecutive team• Make recommendations tothe board on refreshing themembership of the board’sprincipal committees• Review directors’ conflictauthorisations• Consider the request fromexecutive directors for electionto the boards of other companiesand make a recommendation tothe board• Consider requests from nonexecutivedirectors for theelection to the boards of othercompanies; this role has beendelegated to the Chairman(other than in respect of his ownposition)Skills matrix of board directorsWhat has been on the committee’sagenda during the year1. Board successionThe committee:• considered the successionrequirements of the board;Finance/accounting Utilities Regulation• appointed executive searchconsultants Russell ReynoldsAssociates (Russell Reynolds) tobegin the process of the recruitmentof a non-executive director andprovided a brief to Russell Reynoldssetting out the attributes of apreferred candidate;• considered and reviewed the long listof candidates and identified those tobe shortlisted for interview initiallywith the Chairman, CEO and thebusiness services director. A numberof candidates were then invited tomeet with the other non-executivedirectors and the CFO; and• discussed the candidates and the‘best fit’ with the skills matrix (asshown below); took into accountthe board diversity policy andthe specification provided to theexecutive search consultants;and duly made a recommendationto the board to appoint StephenCarter as the successful candidate.Stephen brings to the board tablea strong career in government andregulation, having held a numberof public sector roles includingserving a term as the founding chiefexecutive of Ofcom. He is currentlygroup chief executive at Informa plc,a FTSE 250 listed company.Government andcivil serviceRussell Reynolds is a signatory to thevoluntary code of conduct on genderdiversity for executive search firms; it hasno other connection with the group otherthan being used on previous occasions forexecutive search purposes.2. Refreshing the membership ofthe principal committeesNick Salmon’s departure from theboard left a vacancy on each of theboard’s principal committees.The conclusion was reached that thisprovided us with an opportunity toswitch Mark Clare to the remunerationcommittee and to appoint StephenCarter to the audit committee givenhis familiarity with the role of theaudit committee from his time as anon-executive director at Informaplc. Stephen was also appointed as amember of the corporate responsibilitycommittee.3. Board diversityWe have retained the 25 per centgender diversity ratio on our board, inaccordance with our board diversitypolicy, and the recruitment process fora new non-executive director was inline with the policy in terms of genderdiversity. Of the 10 candidates in thelong list, two were female, and of theshortlist of four, one was female.Construction/engineering/industrialCustomerfacingFTSEcompaniesJohn McAdam 4 4 4 4Steve Mogford 4 4 4 4Russ Houlden 4 4 4 4 4 4Catherine Bell 4 4 4Stephen Carter 4 4 4 4 4Mark Clare 4 4 4 4 4 4Brian May 4 4 4 4Sara Weller 4 4 4 4SHAREHOLDER INFORMATION FINANCIAL STATEMENTS GOVERNANCESTRATEGIC REPORT69