Increasing the diversity of the board and effective succession planning remain key areas of focus for the Nominations Committee.

John Dodds
Chairman of the nominations committee*

Number of meetings

5

Members

John Dodds (chairman)*
Tony Osbaldiston
Kevin Whiteman
Alun Griffiths
Louise Hardy**

2020 key achievements
  • Recommending the appointment of Louise Hardy as a new non-executive director.
  • Reviewing and refreshing the Group's succession planning.
  • Undertaking and considering the results of the board evaluation.
  • Establishing the process for and recommending the appointment of a new Chairman.
2021 areas of focus
  • Establishing a process for the search for a new non-executive director, taking into account succession planning and diversity.
  • Appoint a new senior independent director to replace Kevin Whiteman.
  • Reviewing and re-establishing the Group's succession plan.
  • Undertaking an effective board evaluation.

Overview

The committee ensures the continued effectiveness of the board through appropriate succession planning and supports the development of a diverse pipeline.

Role

The primary function of the committee is to deal with key appointments to the board, and related employment matters. The responsibility and the objectives of the committee principally fall into the following areas:

  • To review the structure, size and composition of the board.
  • To make recommendations to the board for any changes considered necessary.
  • To approve the description of the role and capabilities required for a particular appointment.
  • To ensure suitable candidates are identified, having due regard for the benefits of diversity on the board, including gender, and are recommended for appointment to the board.

The committee's terms of reference are available on the Group's website (www.severfield.com) and on request from the Company secretary.

Board effectiveness

During the year, Louise Hardy was appointed as a new non-executive director following a recruitment process involving Korn Ferry. The committee outlined its recruitment criteria to Korn Ferry, taking into account the board's existing skills set and seeking to improve where appropriate its diversity and a suitable shortlist was identified. After meeting the existing executive directors Louise Hardy was then recommended and duly appointed by the board after the AGM.

The committee, chaired by Alun Griffiths for these purposes, undertook a process for identifying my replacement as chairman. An internal candidate, Kevin Whiteman, was chosen only after careful consideration of other alternatives (including external candidates identified last year) and after the committee had undertaken a series of interviews with Kevin and other members of the board, to satisfy themselves that Kevin was the right choice. Kevin is an outstanding candidate with a strong balance of senior executive, non-executive, chairmanship and strategic experience necessary to enable him to lead the board during the next phase of the Group's development.

The board now consists of nine directors, five of whom have been directors of the Company for six years or less. I am not seeking reappointment at the forthcoming AGM so the board will consist of eight directors in the short term. Chairmanship of the committee will now revert to the chairman of the board. A search will be undertaken in due course to appoint a new non-executive director, taking into account the board's existing skills set and seeking to improve, where appropriate, its diversity. An appointment will also be made to fill the position of senior independent director, which will become vacant once Kevin Whiteman takes over as chairman following the AGM in September. Korn Ferry has supported the board in previous selection processes for new board members but has no other connection with the Company.

Diversity

We truly value diversity and a culture of inclusion at all levels within the Group. Our formally adopted equal opportunities and diversity policy sets out the key actions that will be taken to ensure we have a more diverse workforce throughout the Group. We consider diversity to include diversity of background, race, disability, gender, sexual orientation, beliefs and age and encompasses culture, personality and work-style.

We support the principle of seeking to increase the number of women on FTSE boards, and to improve women's representation in leadership positions. The Group, however, does not believe in the concept of gender quotas, our preferred approach being directed at the selection of the right talent, experience and skill.

As at 31 March 2020, the board had one female director (11 per cent). Notwithstanding this, female representation on our executive committee is two (15 per cent) and of those reporting directly to members of the executive committee, female representation is much higher at 48 per cent with nearly all senior finance and HR roles being held by women.

Succession planning

The committee ensures the continued effectiveness of the board through appropriate succession planning and undertook a refreshment of its approach to succession planning during the year.

Evaluation

The committee (led by Kevin Whiteman) performed an internal evaluation using the process described in the Corporate governance report. The results of the evaluation were positive. The key points arising from the evaluation were documented and discussed with the chairman.

John Dodds
Chairman of the nominations committee
17 June 2020

* Alun Griffiths was chairman of two meetings which were held to establish a process for the appointment of a new Chairman and which John Dodds as the incumbent chairman did not attend due to a conflict of interest.
** Louise Hardy was appointed on 3 September 2019.