Nomination committee
Members
Chris Grigg (Chair)
Charlotte Twyning
David Lis
Gillian Elcock
Heather Lawrence
Ian Barkshire
Role 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, Chief Executive Officer and Chief Financial Officer;
- 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 and updated by the Committee in December 2024, are available through the link below and from the Company Secretary at the Company’s registered office.
Diversity, equity 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. Melrose encourages diversity at all levels of the Group.
The Board has made significant progress in improving its diversity in recent years, meeting the FTSE Women Leaders Review target of having 40% female representation on its Board for a number of years and continuing to meet the Parker Review target of having one Director from an ethnic minority background on the Board. However, recent strategic changes to the Board’s composition, in parallel with the Company’s strategic transformation to operating as a global aerospace technology business, have meant that the Company does not currently meet the target of 40% female representation. Following Mr Dowley stepping down from the Board on 31 March 2025, 38% of the Board are female.
The FTSE Women Leaders Review also set a target for at least one senior board position, being that of Chair of the Board, Senior Independent Director, Chief Executive Officer or Chief Financial Officer, to be held by a woman by the end of 2025. While the key role of Chair of the Audit Committee is held by a woman, the Committee recognises that Melrose does not currently meet the target for at least one senior position to be held by a woman. This target, along with the target for 40% female representation on the Board, is under active review and is being factored into ongoing succession planning discussions. Russell Reynolds Associates, an external recruitment consultancy firm unconnected with the Company and its Directors, has been retained to identify suitable candidates for the Committee’s consideration.
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 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.
The Committee notes the recent recommendations of the Parker Review for FTSE 350 companies to set a target for the percentage of UK-based senior management positions that will be occupied by ethnic minorities by the end of 2027. Following engagement by the Company Secretariat with a member of the Parker Review Committee, and external advice to track the scope and timing of setting such targets among FTSE 100 peers, both the Committee and Board agreed that it was not feasible for Melrose to set a sufficiently informed ethnic diversity target for senior management by 31 December 2023, the date by which the Parker Review requested the target be set. Melrose has not traditionally collected sensitive data, such as ethnic diversity data, from its employees and the Parker Review had not originally specified that the target should relate to UK-based employees. Legal and regulatory barriers limited the Company’s ability to gather the relevant data in certain jurisdictions. Furthermore, Melrose’s change in business strategy meant that there was significant change to the structural composition of the senior management population of the Group into the first half of 2024, making the setting of a meaningful target challenging until those changes had taken place. With the structural senior management changes completed during 2024, following discussion and review with the Committee the Company has now set a diversity target for UK-based senior management (being executive committee members and their direct reports). The Company’s target is for 13% of its UK-based senior management population to comprise individuals identifying as minority ethnic by 31 December 2027 (representing a 4% increase from the position at 30 June 2024).
The Committee acknowledges that diversity, equity and inclusion is a changing landscape, and reviews its diversity policies on an annual basis, with any recommendations for amendments being approved by the Board. The policies 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, which is equally applicable to each of the Board’s committees. It also sets out the Company’s diversity targets for the Board, the details of which are noted above. The Melrose Diversity, Equity and Inclusion policy, which is applicable to all Melrose employees, sets out Melrose’s position (to the extent legally permissible in jurisdictions) 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. The principles of the policy apply throughout the Group, and our divisions 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 review on pages 51 to 99 of the 2024 Annual Report and Melrose’s Diversity policies.