GOVERNANCE REPORT
69
Nomination Committee Report
I am pleased to present the Committee’s report for the year ended 31 December 2019
The report details the activities carried out during the year. These were focused around executive Board member recruitment for both the Chief Financial Officer and Chief Executive Officer roles, and succession planning for the Board and wider Group Executive Committee. We also reviewed plans and progress on diversity in relation to inclusion for the Group Board, the Life Company subsidiary Boards and the Group as a whole. In addition, we evaluated the effectiveness of the Board and its Committees. ROLE AND RESPONSIBILITIES A key role of the Nomination Committee is to keep under review the leadership needs of the Company, and regularly review the size and composition of the Board. Where appropriate the Committee makes recommendations for the orderly succession of Executive and Non-Executive Director appointments. In addition it oversees the refreshment of the Board and its Committees. The Committee has oversight of development of a diverse succession pipeline across the Group. In assisting and advising the Board, the Committee seeks to maintain an appropriate balance of capabilities, skills, knowledge, independence, experience and diversity on the Board, taking into account the Group’s strategy and the challenges and opportunities facing the Group. COMMITTEE MEMBERSHIP AND MEETINGS The Committee meets at least twice a year and the CEO and the Group Human Resources Director are normally invited to attend meetings. The Group Company Secretary also acts as Secretary to the Committee. The Committee’s duties are explained in more detail in its updated terms of reference which are available on the Group’s website at www.justgroupplc.co.uk. Attendance 1 Michael Deakin passed away on 15 July 2019. 2 Two additional meetings were held between 1 January to 31 December 2019 to cover discrete items. Michael Deakin was unable to attend due to prior commitments. In addition to the members of the Committee, members of the executive team and senior management team were invited to attend meetings and submit reports on their areas of responsibility. Other Non-Executive Directors were also invited to attend and contribute to the challenge and debate. ACTIVITIES OF THE COMMITTEE DURING THE YEAR The Committee follows 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. CHANGES TO THE GROUP BOARD During the first half of 2019 there were some changes to the Group Executive Board composition. On 30 April 2019 Rodney Cook stepped down as Chief Executive Officer. This meant the Committee shortly thereafter instigated a CEO succession process. Also in April, Andy Parsons accepted the role of Group Chief Financial Officer, to join in January 2020. On 30 April 2019, David Richardson was appointed as Interim Group CEO and remained Group CFO. To ensure a manageable portfolio for David, the Board appointed Gordon Wood (Ernst & Young) as CFO of the Life Companies (JRL and PLACL) on an interim basis, until Andy Parsons joined the Group. During 2019, the Committee undertook a number of significant activities, which are outlined below. scheduled meetings Attendance unscheduled meetings2 Committee members Chris Gibson-Smith (Chair) 4/4 4/4 4/4 1/1 4/4 2/2 2/2 2/2 0/1 2/2 Paul Bishop Ian Cormack Michael Deakin1 Keith Nicholson
Chris Gibson-Smith Chair
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