20645_Scapa_AR_160504
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CORPORATE GOVERNANCE<br />
REPORT OF THE NOMINATIONS COMMITTEE<br />
DE<strong>AR</strong> SH<strong>AR</strong>EHOLDER<br />
The Report of the Nominations<br />
Committee for the year ended<br />
31 March 2016 is set out below.<br />
AIMS AND OBJECTIVES<br />
The aims and objectives of the<br />
Nominations Committee are set out in the<br />
Nominations Committee’s full Terms of<br />
Reference which can be found in the<br />
Corporate Governance section on the<br />
Company’s website (www.scapa.com/en/<br />
CorporateGovernance).<br />
In summary, the role of the Nominations<br />
Committee is to:<br />
> > review the Board structure, size<br />
and composition, and make<br />
recommendations to the Board<br />
with regard to potential changes<br />
> > seek the appointment of Directors with<br />
the appropriate mix of skills, knowledge<br />
and experience that the Board requires<br />
to ensure that it is effective in<br />
discharging its responsibilities<br />
> > review its own performance,<br />
constitution and Terms of Reference<br />
to ensure that it is operating at<br />
maximum effectiveness<br />
> > review the re-election of Directors<br />
at the Annual General Meeting<br />
> > meet at least twice yearly and on<br />
an ad hoc basis as required and is<br />
responsible for nomination, for approval<br />
by the Board, of candidates for<br />
appointment to the Board and for<br />
succession planning<br />
COMPOSITION<br />
The Nominations Committee comprises<br />
the four Non-Executive Directors of the<br />
Company: James Wallace (Chairman),<br />
Richard Perry (Senior Independent<br />
Director), Mike Buzzacott (Independent<br />
Director) and Martin Sawkins<br />
(Independent Director). James Wallace<br />
acts as Chairman of the Committee and<br />
the Company Secretary acts as secretary<br />
to the Committee.<br />
Since the year end, the Nominations<br />
Committee has recommended the<br />
appointment of a new Non-Executive<br />
Director, as discussed elsewhere in this<br />
Corporate Governance report.<br />
Biographical details of all Committee<br />
members can be found on pages [XX]<br />
and [XX] of this Report and also on the<br />
Company’s website www.scapa.com.<br />
The Terms and Conditions of<br />
appointment of the Directors, including<br />
the expected time commitment, can be<br />
inspected at the Company’s registered<br />
office during normal working hours.<br />
MEETING FREQUENCY<br />
AND ATTENDANCE<br />
The Nominations Committee meets<br />
formally at least twice each year, with<br />
other meetings taking place on an ad<br />
hoc basis as required. Only members<br />
of the Committee have the right to attend<br />
Committee meetings; however, other<br />
individuals such as the Chief Executive,<br />
the Finance Director and external<br />
advisers may be invited to attend for all<br />
or any part of the meeting as and when<br />
appropriate. The Committee met formally<br />
five times during the year with all<br />
members attending all of the meetings.<br />
Non-Committee members of the Board<br />
were also invited to attend.<br />
No. of meetings<br />
Member<br />
attended<br />
J A S Wallace 5/5<br />
R J Perry 5/5<br />
M C Buzzacott 5/5<br />
M T Sawkins 5/5<br />
47<br />
ANNUAL REPORT AND ACCOUNTS 2016 SCAPA GROUP PLC
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