3. NOMINATION COMMITTEE Introduction from Nomination Committee Chairman: During the year, the Nomination Committee has continued its focus on the skillset of, and succession planning for, the Board. Taking into consideration the Group’s strategy and rapid expansion, as well as feedback from the Board’s internal performance evaluation review last year, the Committee commenced the search for an additional Non-Executive Director with relevant US media experience. Additionally, the decision by Penny Ladkin-Brand to step down as CFO required the Committee to oversee the search for a replacement CFO. Full details on both of the search processes can be found below, and the Committee was pleased to recommend to the Board the appointment of Rachel Addison as CFO following the completion of the acquisition of TI Media, which is expected in the Spring of 2020. After the year end, the Committee also approved the change of Company Secretary, and considered the directors proposed for re-election by shareholders at the AGM.
Member
Attendance (3 scheduled meetings)
Richard Huntingford (Chairman)
3 of 3
Hugo Drayton
3 of 3
Alan Newman
3 of 3
Zillah Byng-Thorne
3 of 3 3 of 3
Rob Hattrell
CEO, current CFO, and COO; aptitude tests; and references. Accordingly, Rachel Addison was recommended to the Board for appointment as CFO, effective from the completion of the acquisition of TI Media, which is expected in Spring 2020. The Committee also liaised with the Remuneration Committee in setting Rachel Addison’s remuneration, which was made with regard to the proposed remuneration policy, as set out on pages 78 to 86 of the Directors’ Remuneration Report. A similar process is being carried out by Heidrick & Struggles in the search for an additional Non-Executive Director. It is hoped that this process will complete in early 2020. In these appointments, the Committee is mindful of the diversity aspirations and programmes within the Company as a whole, details of which are set out in the Corporate Responsibility Report on pages 41 to 45, together with external indicatives such as the Hampton-Alexander Review. As noted in the report, two of the most senior leadership positions in the Company are held by women, with the ELT reflecting a similar ratio. As part of the succession planning referred to above, the Committee is committed to ensuring that the Board and ELT as well as the company as a whole reflects our audience. Following discussion of the skills and contribution of each Director, and in conjunction with the Board Performance evaluation conducted in October 2019, the Nomination Committee supports the proposed re-election of all Directors standing for re-election at the AGM in 2020. In line with best practice, each Committee member seeking re-election was excluded from approving the proposal for their re-election.
Richard Huntingford Chairman During the year, the Nomination Committee reviewed and analysed the composition of the Board and the specific skills and attributes that each Director brings to the Board. A skills matrix, aligned to the company’s strategy for long term sustainable success was developed, and each Director assessed against it. Noting in particular the rapid expansion of the Group during the year, it was agreed that an additional Non-Executive Director, particularly with relevant US media experience, would be a useful addition to the Board given the relative size of the US within the Group following the recent acquisitions. The matrix was again used to benchmark potential candidates for the CFO role, following the announcement that Penny Ladkin-Brand would be stepping down from the Board to commence a new role as Chief Strategy Officer following the completion of the acquisition of TI Media. Accordingly, Heidrick & Struggles was appointed to lead the search for the new Non-Executive Director, and Redgrave Partners was appointed to lead the search for a new Chief Financial Officer. Neither of these search firms has any other connection with any of the Directors, or the Company. Working with Redgrave Partners, the Committee developed a candidate specification and drew up a shortlist of suitable candidates who were subject to a three stage process including interviews with the Chairman, Chairman of the Audit Committee,
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