nex-ar2015-full

Role and responsibilities
The primary role of the Nomination
Committee is to ensure that the Board is
appropriately structured and has in place
the correct balance of individuals to
discharge its duties effectively, and to lead
the process by which new Board members
are appointed. It also advises the Board
on succession planning for Directors.
The Committee’s terms of reference
are reviewed annually and are available
on the Company’s website,
www.nationalexpressgroup.com.
The Committee’s main duties and
responsibilities in advising the Board
are summarised below:
• Responsibility for identifying and
nominating, for the approval of the Board,
candidates to fill Board vacancies as and
when they arise.
• Giving full consideration to succession
planning, and keeping under review the
leadership needs of the organisation,
both Executive and Non-Executive.
• Reviewing the time required from and
spent by a Non-Executive Director
in fulfilling his or her duties.
• Leading the process for Board
appointments and making
recommendations to the Board;
preparing a description of the role
and requirements for any particular
appointment based on its evaluation
of the Board as a whole.
Advisers
During the year, the Committee worked
with search consultants, the Zygos
Partnership, to undertake a search for two
independent Non-Executive Directors.
We also worked with Russell Reynolds to
identify candidates for the role of Group
Finance Director to replace Jez Maiden
who stepped down from the Board as
an Executive Director with effect from
31 December 2014. Neither the Zygos
Partnership nor Russell Reynolds has any
other connection to the Company. With
respect to Dr Ashley Steel’s appointment,
a search consultancy was not used on this
occasion. Dr Steel had previously come to
the attention of the Nomination Committee
as part of an earlier search process
conducted during the latter part of 2014
which had led to the appointment of
Matthew Crummack.
Nomination Committee activity
During the year the Committee:
• made a formal recommendation to the
Board for the internal appointment of
Matthew Ashley as Group Finance
Director with effect from 28 January 2015
following a search conducted by Russell
Reynolds and subsequent interview and
rigorous assessment process;
• evaluated the balance of skills,
experience, independence, diversity
and knowledge on the Board and then
prepared a description of the role and
capabilities required for the recruitment
of a new independent Non-Executive
Director and Audit Committee Chairman;
• oversaw the appointments process for
three new independent Non-Executive
Directors and interviewed shortlisted
candidates, following which the
appointments of Matthew Crummack,
Mike McKeon and Dr Ashley Steel were
subsequently recommended to the Board;
• recommended to the Board that Lee
Sander, with his substantial international
and transport infrastructure experience,
succeed Jackie Hunt as Senior
Independent Director with effect from
6 May 2015; and
• oversaw the induction process for newly
appointed Non-Executive Directors.
Diversity
The Board takes the view that an increasing
diversity at Board level is acknowledged
as an essential element in maintaining a
competitive advantage. A truly diverse
Board will include and make good use
of differences in the skills, regional and
industry knowledge/experience,
background, race, gender, independence
and other qualities of Directors. These
differences will be considered in determining
the optimum composition of the Board and
will continue to be balanced appropriately.
All Board appointments are made on merit,
in the context of the skills and experience
that the Board as a whole requires in order
to maintain and enhance its effectiveness.
Female representation on the Board is
currently 18% and we are mindful of the
recommendations of the Davies Review,
‘Women on Boards’, published in October
2015 and the voluntary target of 33% for
female Board representation to be achieved
over the next five years. The Board remains
committed to maintain a minimum ratio of
18% and we shall take every opportunity,
when available, to increase the gender
diversity of our Board further. With respect
to Board appointments, we also take into
account the guidance issued by the
Equality and Human Rights Commission on
appointments to boards and equality law.
Committee evaluation
As part of the 2015 internal Board
performance evaluation, it was confirmed
that the Committee was both effective
and efficient in its operation and leadership.
Areas identified for improvement concerned
the timing and frequency of meetings and
undertaking a more regular review of
the structure, size and composition
of the Board.
Sir John Armitt CBE
Nomination Committee Chair
25 February 2016
STRATEGIC
REPORT
CORPORATE
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
www.nationalexpressgroup.com
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