The Committee ensures that the Board has the right balance of experience and skills.
Leslie Van de Walle Chairman of the Nominations Committee
Purpose and Aim
The Nominations Committee has an important role to play in ensuring that the Board has the right balance of experience and skills to support the Group's strategy. Its principal duty is the nomination of suitable candidates for the approval of the Board to fill Executive and Non-Executive vacancies on the Board. Members of the Committee are not involved in matters affecting their own positions.
The Committee keeps under review and evaluates the composition of the Board and its Committees to maintain the appropriate balance of skills, knowledge, experience and independence to ensure their continued effectiveness. Appropriate succession plans for the Non-Executive Directors, Executive Directors and the Group's Senior Management are also kept under review.
Meetings and Membership
The Committee meets as appropriate but at least once a year. During the year the Committee met on three occasions. A quorum is four members, at least two of whom shall be independent Non-Executive Directors. The Committee operates under written Terms of Reference, which are consistent with current best practice and are available on the Company's website (www.sigplc.com).
As at 31 December 2014, the Committee comprised the Chairman, Chief Executive and the independent Non-Executive Directors. The Chairman is Mr. L. Van de Walle and the other members are Mr. C. V. Geoghegan, Ms. J. E. Ashdown, Mr. M. Ewell, Mr. J. C. Nicholls and Mr. S. R. Mitchell.
Responsibilities and Activities during the year
The Committee reviews the structure, size, diversity and composition of the Board and makes recommendations concerning the reappointment of any Non-Executive Director at the conclusion of their specified term of office and in the identification and nomination of new Directors. During the year, the Committee (in recognising the impact of the Davies Report) ensured that skills, experience, potential and overall balance of the Board, as well as diversity including gender, were fully considered in relation to the Board appointments made during the year. The Committee retains external search and selection consultants as appropriate. The Committee also advises the Board on succession planning for Executive Board appointments although the Board itself is responsible for succession generally. All appointments to the Board will continue to be made on merit; however, differences in background, skills, experience and other qualities as well as gender will be considered in determining the optimum composition of the Board, with the aim to balance them appropriately.
In general terms, when considering candidates for appointment as Directors of the Company, the Nominations Committee – in conjunction with the Board – drafts a detailed job specification and candidate profile. In drafting this, consideration would be given to the existing experience, knowledge and background of Board members as well as the strategic and business objectives of the Group. Once a detailed specification has been agreed with the Board, the Committee would then work with an appropriate external search and selection agency to identify candidates of the appropriate calibre and with whom an initial candidate shortlist could be agreed. The consultants are required to work to a specification that includes the strong desirability of producing a full list of candidates who meet the essential criteria, whilst reflecting the benefits of diversity. The Board will only engage such consultants who are signed up to the voluntary code of conduct on gender diversity on corporate boards. The policy on Board Diversity is available on the Company's website (www.sigplc.com). Shortlisted candidates would then be invited to interview with members of the Committee and, if recommended by the Committee, would be invited to meet the entire Board before any decision is taken relating to the appointment. During the year under review the Committee used the services of Ridgeway Partners (who have no other connection with the Company).
This process was followed in respect of the appointment of Ms. A. Abt as a Non-Executive Director with effect from 12 March 2015.
Following the appointment of a new Director, the Chairman, in conjunction with the Company Secretary, is responsible for ensuring that a full, formal and tailored induction to the Company is given. Such an induction programme will be prepared for Ms. Abt.
The Committee also carefully reviews and makes recommendations concerning the reappointment of any Non-Executive Director at the conclusion of their specified terms of office. The Committee considered the positions of Mr. Geoghegan and Mr. Nicholls, both of whom would have completed their second three-year periods of office in July and November 2015 respectively. Following a rigorous review the Committee concluded that both Non-Executive Directors bring considerable management experience and independent perspective to the Board's discussions and are considered to be independent of management and free from relationship or circumstance that could affect or appear to affect the exercise of their independent judgment. Both Mr. Geoghegan and Mr. Nicholls have, subject to their re-election by Shareholders at the AGM in May 2015, been invited to serve for a further term of office expiring at the May 2016 AGM.
The Committee keeps under review and evaluates the composition of the Board and its Committees to maintain the appropriate balance of skills, knowledge, experience and independence.
Leslie Van de Walle Chairman of the Nominations Committee
In last year's Annual Report I reported that the Board had discussed in December 2013 the matter of women on boards, and had set out the aim of achieving at least 25% female representation among the Board's membership by 2015. I am pleased to be able to report that with the appointment of Ms. A. Abt on 12 March 2015 female representation on the Board will have risen to 25%. The Committee will continue to consider gender diversity when recommending any future Board appointments. Final appointments will always be made on merit.
As part of corporate governance, the Committee reviews its own performance annually and considers where improvements can be made. The Committee reviewed its own performance in December 2014 and the results of this review were reported to the Board.
The proposed activities for the Committee in 2015 will be to continue to monitor and assess the Board's composition and diversity, longer-term succession planning and potential further recruitment of Non-Executive Directors.
Leslie Van de Walle
Chairman of the Nominations Committee
11 March 2015