Nominations Committee

• View the Nominations Committee Terms of Reference.

The main responsibilities of the Committee are:

• Reviewing the structure, size and composition of the Board and making recommendations to the Board with regard to any changes required;
• Succession planning for Directors and other senior executives;
• Identifying and nominating, for Board approval, candidates to fill Board vacancies as and when they arise;
• Reviewing annually the time commitment required of non-executive Directors; and
• Making recommendations to the Board with regard to membership of the Audit and Remuneration Committees in consultation with the Chairman of each Committee.

The Committee comprises all the non-executive Directors and the Chief Executive and meets as required. Rohan Courtney was a member of the Committee until 31 December 2007. The Committee met twice in 2007, primarily to review Board Committee composition and succession matters. The decision by Rohan Courtney in October 2007 to step down as a non-executive Director with effect from 31 December 2007 resulted in the Committee recommending a number of changes to Board Committee composition and governance arrangements. These changes which were approved by the Board were as follows:

• the appointment of Steven McTiernan as Senior Independent Director in place of Rohan Courtney with effect from 1 January 2008;
• the appointment of David Williams as Audit Committee Chairman in place of Rohan Courtney with effect from 23 October 2007; and
• the appointment of Clare Spottiswoode as Remuneration Committee Chairman in place of Pat Plunkett (who remains a member of the Committee) with effect from 1 January 2008.

At the same time, the Board agreed with the Committee’s recommendation that a new non-executive Director be sought to replace Rohan Courtney. A role profile was produced and external recruitment advisers engaged to assist in the identification of suitable candidates. The Committee is currently in the process of interviewing short-listed candidates.

To read PDF documents you may need to download the free Adobe Acrobat Reader. For PDF accessibility help, visit Access Adobe. These links will open in a new browser window.