Art Pappas

Chairman of the Nomination Committee

Composition

Art Pappas (Chairman)

Franz Humer

Dear Shareholders,

On behalf of the Board, I am pleased to present the Nomination Committee report for the year ended 31 December 2018.

Role and responsibilities

The role of the Nomination Committee is set out in its terms of reference, available on the Company's website.

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and its committees.

Specific duties of the Nomination Committee include:

Meetings

The Nomination Committee has met twice during the year. Only members of the Nomination Committee have the right to attend meetings, but we may invite other Directors, executives or advisers to attend all or part of any meeting as appropriate. In practice, the Chairman attends most meetings.

The Nomination Committee has met this year to discuss the following matters:

  • To review the composition of the Board and the Board's committees
  • To review the balance of skills required by the Board and its committees and the business as a whole
  • To discuss and set the process for the search for new Non-Executive Directors
  • To recommend for approval new Directors to be appointed to the Board
  • To consider the re-election of Directors at the AGM

Board changes

There were a number of Board changes during the year as explained in the Corporate Governance Report. Following the appointment of Art Pappas, the Committee also recommended his appointment as a member of the Remuneration Committee and Nomination Committee. The Committee continues to monitor the membership of the Board's Committees to ensure that each Committee has a suitable balance of skills as well as taking into consideration the length of service of the members.

The Committee chose to use an independent external search consultant, Korn Ferry, for new Non-Executive Director appointments. The Committee set the profile and criteria to be used in the search.

Key responsibilities

   

Diversity

During 2018 the Company has had a Diversity Policy in place. The Company's policy is that recruitment, promotion and any other selection exercises will be conducted on the basis of merit against objective criteria that avoid discrimination. No individual should be discriminated against on the ground of race, colour, ethnicity, religious belief, political affiliation, gender, age or disability, and this extends to Board appointments. The Board recognises the benefits of diversity, including gender diversity, on the Board, although it believes that all appointments should be made on merit, while ensuring there is an appropriate balance of skills and experience within the Board. The Board currently consists of 12.5% (one) female and 87.5% (seven) male board members. The Group consists of 71% (10) male employees and 29% (four) female employees; no employees other than board members are classified as senior managers. The Board intends to formally adopt a Gender Diversity Policy during the course of 2019 and we will report on this in our next Annual Report and Accounts.

Annual evaluation

As explained in the Corporate Governance Report, the Board and its Committees have not yet conducted a formal performance evaluation. An externally facilitated evaluation of this Committee's performance is planned to be carried out during 2019.

Art Pappas

Chairman of the Nomination Committee

28 March 2019