Board composition and succession
Activity The Committee met three times during the year ended 31 March 2021 and considered the following matters: ӱ The selection process for the appointment of a new Director to replace Roger Lewis; ӱ The selection process for the appointment of a new Company Chair to replace Nicholas Thompson; ӱ The appointment of external consultants to compile lists of candidates; ӱ The formation of a working group of the Committee to manage the recruitment process and work with the consultants; and ӱ Consideration of the final shortlists of candidates for both roles and final recommendations. Appointments to the Board The Committee’s main focus during the year was on the selection and appointment of two new Non-Executive Directors, one as Company Chair designate to replace Nicholas Thompson, and the other to replace Roger Lewis, who had served on the Board since 2010. For both roles independent executive search consultants JCA Group were appointed. The Committee provided JCA with a detailed description of the roles and the capabilities required for them. The consultants prepared lists of potential candidates, ensuring there was sufficient diversity, which were assessed by the Committee for suitability to the roles. Short lists for each of the roles were drawn up and the candidates were interviewed initially by the Chair of the Committee and subsequently by two other Directors. The whole Committee then considered the feedback from this process before making recommendations to the Board. The Board approved the appointments of Richard Jones from 1 September 2020 and of Lena Wilson from 1 January 2021.
The Board comprises the Chair, two Executive Directors and three independent Non-Executive Directors. With the appointments made this year the current succession plan has been completed. Tenure and re-election The tenure of Non-Executive Directors, including the Chair, is limited to nine years in accordance with the Corporate Governance Code. The provisions of the Corporate Governance Code recommend that all Directors be subject to annual re-election at the Annual General Meeting. The Board will follow this recommendation at this year’s Annual General Meeting. Diversity policy The Company is committed to treating all employees equally and considers all aspects of diversity, including gender, when considering recruitment at any level of the business. All candidates are considered on merit but having regard to the right blend of skills, experience and knowledge at Board and Executive level, and amongst our employees generally. Induction The induction process for both Richard Jones and Lena Wilson was led by the Chair and supported by the other Directors. The process commenced shortly after each appointment was confirmed and comprised a number of virtual one-to-one meetings with the other Non-Executive Directors, the Chief Executive and the Finance Director. There were also virtual meetings held with the rest of the Picton team. Additional reading and reference material was provided that was specific to the Group and its business.
LenaWilson CBE Chair of the Nomination Committee 26 May 2021
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