The Committee is chaired by the Chairman of the Board and comprises all the non-executive directors. The meetings may be attended by executive directors, as appropriate.
The Nominations Committee leads the process for Board appointments and makes recommendations to the Board.
All members of the Committee are independent, non-executive directors. The Chairman does not chair the Nominations Committee when it is dealing with the appointment of a successor to the Chairmanship, in which case the Committee is chaired by the Senior Independent Director. The Committee met twice during 2006.
Duties
The Committee is responsible for identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as and when they arise. Before making an appointment, the Committee evaluates the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, prepares a description of the role and capabilities required for a particular appointment.
The Committee reviews annually the time required from a non-executive director. The annual performance evaluation is used to assess whether the non-executive director is spending enough time to fulfil his or her duties. Candidates from a wide range of backgrounds are considered. The Committee uses external advisers to facilitate searches for potential candidates.
The Committee gives full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Company and what skills and expertise are therefore needed on the Board in the future. The Committee reviews the structure, size and composition (including the skills, knowledge and experience) of the Board and, if appropriate, makes recommendations to the Board. In this respect, the Committee has regard to the results of the annual performance evaluation. The Committee keeps under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace.
Activities
The Committee makes recommendations to the Board on succession for executive directors, the reappointment of any non-executive director at the conclusion of their specified term of office, any matter relating to the continuation in office of any director at any time and the appointment of any director to executive or other office.
During 2006 the Nominations Committee recommended to the Board the appointment of Rudy Markham as a non-executive director. The Board adopted this proposal.
Corporate Website
The terms of reference of the Committee, which sets out the role and the authority delegated to it by the Board, are available for inspection at the Company’s registered office and can be viewed on the Company’s website.
The formal letters of appointment of non-executive directors are also available for inspection at the Company’s registered office and can be viewed on the Company’s Corporate website, www.legalandgeneralgroup.com