Nomination Committee

Roles and responsibilities

The Nomination Committee (the “Committee”) has overall responsibility for making recommendations to the Board on all new Board 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 Board of Directors’ Diversity policy and the Melrose Diversity, Equity and Inclusion policy; 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’s terms of reference, which were last reviewed by the Committee in November 2022, are available to view through the link below and from the Company Secretary at the Company’s registered office.

 

Diversity and inclusion

Melrose is a meritocracy and individual performance is the key determinant in any appointment, irrespective of ethnicity, gender or other characteristic, trait or orientation. However, the Board and the Committee also recognise the importance of diversity, and the Committee keeps its approach to diversity under regular review, including ensuring the development of a diverse Board and reviewing its diversity policies on an annual basis. As a central part of its sustainability strategy, Melrose encourages diversity in all its forms, both internally at all levels of the Group, and externally. In particular, the last four Non-executive Director appointments have been women. Furthermore, two of the committee Chair roles, including the important role of Audit Committee Chair, are held by women. Melrose also continued to meet the Parker Review target of having one Director from an ethnic minority background on the Board.

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 and 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 2022, Melrose had 40% female representation on its Board, which meets the current expectations of the FTSE Women Leaders Review.

Below Board level, Melrose established an Executive Committee at the beginning of 2020, in part, in order to better facilitate the way for a diverse pipeline for succession planning purposes and to recognise the diversity of thought at a senior level. This focus is represented through the fact that the Executive Committee and its direct reports consisted of 39% female representation (and 36% female representation specifically at an Executive Committee level) as at 31 December 2022, which is in line with the current target of diversity at this level, and is close to the new target set by the FTSE Women Leaders Review of having 40% female representation within executive committees and their direct reports by the end of 2025.

As with succession planning, given Melrose’s decentralised operating structure, the Committee does not have direct responsibility for the actual diversity policies and initiatives within GKN Aerospace, although it is required to align to the Melrose Diversity, Equity and Inclusion policy as a minimum standard, and Melrose provides constant encouragement GKN Aerospace to make continual improvement.

The Committee acknowledges that diversity, equity and inclusion is a changing landscape, and reviews its diversity policies on an annual basis. The policies, which can be viewed on the Company’s website at www.melroseplc.net/sustainability/ include a Board of Directors’ Diversity policy and a Melrose Diversity, Equity and Inclusion policy. The Board of Directors’ Diversity policy sets out the Committee’s commitment to ensuring that Board membership and pipeline for succession remains diverse, and that it takes into account the recommendations of the FTSE Women Leaders Review and the Parker Review. The Melrose Diversity, Equity and Inclusion policy, which is applicable to all Melrose employees, sets out Melrose’s position on diversity, equity and inclusion in its workforce.

In particular, it highlights that Melrose aims to create a workforce that is diverse, equitable and inclusive, and free from bullying, harassment, victimisation and unlawful discrimination. The principles of the policy apply throughout the Group, and GKN Aerospace are encouraged to promote diversity.

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 policies can be viewed on the Company’s website at www.melroseplc.net/sustainability/.

Nomination Committee terms of reference (PDF 0.25MB)