Roles and responsibilities
The Nomination Committee (the “Committee”) has overall responsibility for making recommendations to the Board on all new appointments and for ensuring that the Board and its Committees have the appropriate balance of skills, experience, independence, diversity and knowledge 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, including by means of overseeing the annual evaluation processes of the Board and its committees, and 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, and in particular formulating plans for succession for the key roles of Chairman of the Board and Chief Executive;
- reviewing the career planning and talent management programme related to senior executives of the Company to ensure that it meets the needs of the business;
- managing the Board recruitment process and evaluating the skills, knowledge, diversity and experience of potential Board candidates in order to make appropriate nominations to the Board;
- reviewing and approving the diversity policy of the Company; and
- keeping up to date and fully informed on 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. The Committee’s terms of reference, which were last revised in November 2019 in line with best practice (and which were last reviewed in November 2020), are available to view through the link below and from the Company Secretary at the Company’s registered office.
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 and Committee does however place great emphasis on ensuring that the membership of the Board and the pipeline for succession planning purposes reflects diversity. In particular, the past two Non-executive Director appointments have been women. Melrose has also achieved well ahead of schedule the Parker Review target of having one Director from an ethnic minority background on the Board by the end of 2021 following the appointment of Ms Funmi Adegoke to the Board in October 2019.
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 needed to ensure a rounded Board, and the benefits each candidate can bring to the overall Board composition. The Committee also takes into account race, ethnicity, country of origin, nationality, cultural background and gender in the selection process to ensure a diverse Board and it also strongly encourages executives to adopt the same approach when making appointments to the Melrose Executive Committee or the wider senior management team. The most important priority of the Committee, however, has been, and will continue to be, to ensure that the best candidate is selected, and this approach will remain in place going forward.
As at 31 December 2020 Melrose had 30% female representation on its Board. Melrose had been on track to achieve the Hampton-Alexander Review target of having 33% female representation on its Board by 2020 with the intended retirement of Mr Roper in May 2020. However, as a result of the global pandemic, the Board and Committee agreed that it was not the appropriate time to lose the expertise and experience of one of its co-founders. Mr Roper agreed to delay his retirement to assist the Company in navigating its way through the challenges presented by the pandemic. His knowledge and experience have been very helpful in ensuring that the businesses ended the year in a strong position. The Board’s decision to delay Mr Roper’s retirement was the reason that Melrose did not achieve the goal of 33% female Board members by the end of last year as had been intended. The middle of the crisis was not the time to lose someone of Mr Roper’s experience, but this is now being addressed. Melrose is committed to achieving the Hampton-Alexander Review target in 2021 and along with Mr Roper’s retirement it has started the process of recruiting for a new female Non-executive Director.
Below Board level, Melrose had established an Executive Committee in 2020 and focus has been placed on pursuing diversity at this level in order to pave the way for a diverse pipeline for succession planning purposes. This focus is represented through the fact that the Executive Committee and its direct reports consists of 34% female representation (and 35% female representation specifically at an Executive Committee level), which is in line with the Hampton- Alexander Review target of diversity at this level.
Further details of Melrose’s commitment to diversity and the various diversity initiatives undertaken within the Group can be found in the Sustainability report, and Melrose’s diversity policy can be viewed on the Company’s website at www.melroseplc.net/sustainability/.
Nomination Committee terms of reference (PDF 0.25MB)