Cohesive Consistent Confident

Henry Boot PLC
Annual Report and Financial Statements for the year ended 31 December 2015
www.henryboot.co.uk
Stock Code: BHY
Governance
Nomination Committee Report
Statement from the Chairman of the Nomination Committee
Those serving as members of the Nomination
Committee (the Committee) for the whole of
2015 were John Brown (Committee Chairman),
Michael Gunston and James Sykes. From
1 October 2015, additional serving members
were Gerald Jennings, Joanne Lake and
Peter Mawson. Jamie Boot was appointed a
member of the Committee on 1 January 2016.
Biographies of the current members of the
Committee are shown on page 50.
I was appointed Chairman of the Nomination
Committee with effect from 1 January 2016.
Terms of reference
The terms of reference for this Committee fully incorporate the
UK Corporate Governance Code’s provisions in relation to its
roles and responsibilities and are available for inspection at the
Company’s registered office.
Role of the Committee
The principal responsibility of the Committee is to consider
succession planning and appropriate appointments to
the Board and to senior management, so as to maintain
an appropriate balance of skills, knowledge, experience,
independence and diversity within the Company, and its duties
include:
• overseeing the identification, selection and appointment of
Directors;
• reviewing the structure, size, composition and leadership
needs of the Board;
• considering other commitments of Directors relative to the
time required for them to fulfil their duties; and
• periodically evaluating the effectiveness of the Board.
The Committee has access to external professional advisers
and consultants where required to fulfil its responsibilities.
Meetings during the year
The Committee met twice during the year. Attendance at these
meetings by the Committee members is shown in the table on
page 56.
Nomination Committee matters are also discussed at each
Board Meeting.
Committee activities during the year
• Selection process and appointment of three independent
Non-executive Directors, Gerald Jennings, Joanne Lake and
Peter Mawson, from 1 October 2015, to replace John Brown
and Michael Gunston;
• Appointment of Jamie Boot as Chairman, Joanne Lake as
Deputy Chairman and Peter Mawson as Senior Independent
Non-executive Director from 1 January 2016; and
• Consideration and approval of the appointments and
promotions of John Sutcliffe to Chief Executive Officer and
Darren Littlewood to Group Finance Director from 1 January
2016.
Letters of appointment
The letters of appointment for all Non-executive Directors
clearly set out the time commitment expected from each Nonexecutive
Director to ensure they satisfactorily perform their
duties. Each Non-executive Director confirms that they are able
to allocate the time commitment required at the time of their
appointment and thereafter as part of their individual annual
effectiveness review undertaken by the Chairman.
Approved by the Board and signed on its behalf by
Peter Mawson
Chairman of the Nomination Committee
22 April 2016
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