Roles and responsibilities
The Nomination Committee (the “Committee”) has overall responsibility for making recommendations to the Board on all new appointments to the Board and for ensuring that the Board and its Committees have the appropriate balance of skills, experience, independence, diversity and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively.
The Committee discharges its responsibilities through:
- regularly reviewing the size, structure and composition of the Board and by providing recommendations to the Board of any adjustments that may be necessary from time to time;
- giving full consideration to succession planning in order to ensure an optimum balance of executive and non-executive Directors in terms of skills, experience and diversity;
- keeping under review the leadership needs of the business; and
- keeping up to date and fully informed about strategic issues and commercial changes affecting the Company and the markets in which it operates.
The Committee is expected to meet not less than twice a year and during 2015 the Committee met twice. The Committee’s terms of reference, which were last revised in August 2014, are available to view through the link below.
Melrose is a meritocracy and individual performance is the key determinant in any appointment, irrespective of ethnicity, gender or other characteristic, trait or orientation. The Board recognises the importance of diversity throughout the workforce, be it geographical, cultural or market-aligned and encompassing gender, race, sexual orientation and disability, and the Board is committed to equality of opportunity for all employees. For example, Melrose is proud to support the Business Disability Forum, a body committed to understanding the changes required in the workplace so that disabled people are treated fairly and they can contribute to business success, to society and to economic growth.
The Committee currently takes into account a variety of factors before recommending any new appointments to the Board, including relevant skills to perform the role, experience and knowledge. The most important priority of the Committee, however, has been and will continue to be ensuring that the best candidate is selected to join the Board and this approach will remain in place going forward.
The Committee will endeavour to pursue diversity, including gender diversity, throughout the Melrose Group and notes the recommendations of Lord Davies’ review, “Women on Boards”. However, given the Company’s strategic business model and the frequent turnover of businesses, the Committee does not think that setting and committing to specific diversity targets in relation to the composition of the Board, and the workforce in the wider businesses within the Group, is correct for Melrose.
Nomination Committe terms of reference (PDF 0.25MB)