Skip navigation
Home page
Site map
Advanced Search
Terms of use
Feedback form
Accessibility details
Report & Accounts 2005

Corporate Governance Report

Members: John Sunderland (Chairman), Roger Carr and Baroness Wilcox.

The Chief Executive Officer and Chief Human Resources Officer attend meetings at the invitation of the Chairman of the Committee. The Group Secretary also attends and is secretary to the Committee. This Committee is empowered to bring to the Board recommendations as to the appointment of any new Executive or Non-Executive Director, provided that the Chairman, in developing such recommendations, consults all Directors and reflects that consultation in any recommendation of the Nomination Committee. The Committee ensures that a review of Board candidates is undertaken in a disciplined and objective manner.

The Nomination Committee, in discussions with the Non- Executive Directors, is responsible for succession planning within the Board. The Board as a whole is responsible for development plans, including the progressive refreshing of the Board, which are reviewed on an annual basis. The plans involve an annual objective and comprehensive evaluation of the balance of skills, knowledge and experience of the Board. We have appointed two new Non-Executives in the past few months, and two of the longest serving Non-Executives will retire in the near future. The re-elections proposed at the AGM reflect the Board's policy on its development. No Director participates in the discussions considering his or her successor.

The members of this Committee all held office throughout the year and at the date of this Report.

During 2005, the Committee progressed the appointment of Lord Patten as a new Non-Executive Director. External search consultants were engaged to produce a list of 10 candidates for this appointment. This list was then reduced to a short list of candidates which was discussed between the Chairman and the other members of the Nomination Committee on an individual basis. The members of the Nomination Committee then met Lord Patten and his nomination was presented to the Board for approval at the May Board meeting. The Committee also met two times in 2005 to review succession planning and future non-executive appointments.

I'm interested in...