GOVERNANCE REPORT
69
ACTIVITIES OF THE COMMITTEE DURING THE YEAR The Committee followed an annual rolling forward agenda which reflects the duties and responsibilities set out in its terms of reference. In addition, there were a number of standing items as well as topical business issues to which the Committee gave its attention. During 2020, the Committee undertook a number of significant activities, including: • Considered the skills and requirements of the Board and led the search for the appointment of an additional independent Non-Executive Director and new Group Chair. • Reviewed the succession plans for both Executive and Non-Executive Directors. • Considered and reviewed an updated Board diversity policy, noting the recommendation from the Parker review (2020) to have at least one BAME (black, Asian and minority ethnic) director by 2024. • Reviewed and updated its terms of reference. The following sections give further information about the work carried out by the Committee. CHANGES TO THE GROUP BOARD During 2020 there were changes to the Group Executive Directors and Non-Executive Director roles. Andy Parsons joined the Board as Group Chief Financial Officer on 1 January 2020 and Michelle Cracknell was appointed as a Non-Executive Director on 1 March 2020. On 12 May 2020, Chris Gibson-Smith informed the Board that it was his intention to retire as Chair of the Group as soon as a suitable successor had been identified. During the summer the Committee was heavily involved in the Chair search and a full external process was instigated. My appointment as Chair was effective as of 13 August 2020. Following an external search consultancy selection exercise, Russell Reynolds Associates (“RRA”) were engaged for the recruitment of an independent Non-Executive Director. RRA has no other connection to the Company or any Director. The Committee initially considered a long and varied list of candidates prepared by RRA and, having agreed a shortlist, interviewed candidates. Following a thorough interview programme and due diligence checks, the Committee recommended Kalpana Shah as its preferred candidate. The Board accepted the Committee’s recommendation and agreed to appoint Kalpana Shah with effect from 1 March 2021. Kalpana brings over 25 years of business experience in the insurance and investment industry and was elected to the governing body of the Institute and Faculty of Actuaries in 2019, where she is also a member of its Audit and Risk Committee. BOARD COMPOSITION AND SKILLS The Committee reviewed the composition and balance of the Board in light of some of the changes described above. As part of this review, the Committee considered: • whether the balance between Executive and Non-Executive Directors was appropriate; • the membership of the Board committees and Board tenure. The Committee renewed the search process for an additional female Non-Executive Director for the Group Board; • the independence of Non-Executive Directors, considering the judgement, thinking and constructive challenge that they demonstrate in their role; • the business strategy and how the executive and Board skills and capability mix aligns with the current composition. This is discussed further in a separate section below; • succession for the Group Board in light of tenure of the current members; and • the progress made on the diversity and inclusion plans for the Board and senior leadership.
BOARD TENURE 2020 (INCLUDES PARTNERSHIP & JUST RETIREMENT)
0–1 years 1–3 years 3–5 years 5–7 years 7+ years
2 2 0 3 3
INDEPENDENCE
Chair
1
Executive Directors 2 Non-Executive Directors 7
GENDER DIVERSITY
Male
7 3
Female
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