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Nomination Committee ensures continued effective operation of the Board and its committees.
Caroline Foulger Chair of the Nomination Committee
Other Nomination Committee members:
Richard Lightowler Committee member
Achievements in 2023
- Recommended and sought the reappointment of four Directors of the Board
- Managed the retirement of Independent Non-Executive Director, Stewart Porter
- Obtained shareholder support in all resolutions at the AGM
- Review and assessment of Board performance and effectiveness during the year
- Oversaw the preparation and implementation of the Board Succession Policy.
Objectives for 2024
- Recommend the appointment of a new Non-Executive Director
- Obtain shareholder support in all proposed re-elections at the AGM
- Continue to enhance Board effectiveness.
Nomination Committee role
Ensures continued effective operation of the Board and its committees.
The purpose of the Committee is to facilitate the effective operation of the Board and its committees, and to oversee nominations, appointments and reappointments to the Board. In summary, the process includes, but is not limited to:
- reviewing the succession plans and needs for the Chair of the Board and Directors;
- seeking strong, qualified candidates, considering specific criteria determined by the Board;
- agreeing a short-list of candidates; and
- conducting interviews both individually and inclusive of the Board as a whole.
Members of the Committee vote on the election of new candidates, following which appointment is recommended to the full Board, and subsequently for re-election at the AGM of shareholders.
The Board considers diversity when making a new appointment and seeks to get a unanimous vote on the appointment of the proposed candidate. Caroline, as Chair of the Board, cannot vote on her own appointment.
The Company does not have a formal policy of tenure in place but assesses each Director’s role on an individual basis based on their performance, as the AIC Code considers Independent Non-Executive Directors to cease being independent after a period of nine years, the Committee specifically considers independence where relevant. In its review of the effectiveness of the Board, the Committee monitors Board and committee meeting attendance.
During the course of 2023, the Committee accepted the retirement of Stewart Porter as Non-Executive Director. The Committee will shortly be commencing the process to appoint a new Independent Non-Executive Director, being mindful of the existing Directors' skills and experience and also Listing Rules targets on Board diversity.
Board effectiveness
At the end of 2023, the Nomination Committee conducted an Effectiveness Review of the Board, the results of which demonstrate a strong overall performance, and an effective Board. In the 2022 iteration of this review, it was agreed to amend certain roles to align the total number of Directors to be consistent across each of the committees, with the exception of the Audit Committee. The roles of each committee were reviewed and amended to ensure that the responsibilities of each are sufficiently well defined and distinct from one another. It is the view of the Nomination Committee that not only are the roles and responsibilities of the committees well defined and distinct, but that there is also the correct level of oversight of each of the areas.
At the end of 2023, to more evenly distribute roles across the Directors, the Nomination Committee recommended, and the Board approved, the following appointments:
- Fiona Beck as Chair of the Governance, Regulatory and Compliance Committee, in place of Stewart Porter;
- Caroline Foulger was also added as a member of the Governance, Regulatory and Compliance Committee; and
- Richard Lightowler as Chair of the Risk Committee.
The Committee welcomes the development of the Listing Rules regarding the composition of the Board of Directors and requisite disclosures, which came into effect from 31 December 2023. Accordingly, the Company has set out a summary of its performance against the Board composition targets and succession planning in the Corporate governance principles section.
Board attendance
Attendance at all Board and committee meetings throughout 2023 by Directors is as shown in the table below. Attendance of committee meetings is shown only where Directors are members of that committee.
Director | Board meetings (10) | Audit Committee (6) | Governance, Regulatory and Compliance Committee (3) | Management Engagement Committee (2) | Nomination Committee (3) | Risk Committee (2) | Remuneration Committee (1) |
Caroline Foulger | 10 | 6 | 2 | 3 | 1 | ||
Fiona Beck | 9 | 5 | 3 | 2 | |||
Peter Dubens (or David Till as alternate) | 9 | ||||||
Richard Lightowler | 10 | 6 | 2 | 3 | 2 | 1 | |
Stewart Porter (retired in November 2023) | 9 | 3 |
Bermuda economic substance regulations require the attendance of Board members to be in Bermuda when certain matters are under discussion. If at times this is not possible, individual directors may not be included in the total.
Board diversity
The Company welcomes the new Listing Rules targets and transparency requirements on board diversity. The targets and the Company’s response as at 31 December 2023 are set out below, with the data being collected from the Directors as part of voluntary and open discussions and in compliance with applicable data protection regulation. It is noted that, as Stewart Porter retired from the Board prior to 31 December 2023, he is not included within the metrics set out within the tables below.
Target | Met | Response |
At least 40% of the board are women | Yes | 50% of the Company’s Directors are female |
At least one of the senior board positions is a woman Chair, Chief Executive Officer (CEO), Senior Independent | Yes | Caroline Foulger joined the Company as a Director in 2016 and was appointed Chair in 2018 |
At least one member of the board is from a minority ethnic background | No | Although the Company has not met this target it recognises and understands the importance of ethnic diversity within boards and is actively applying a diversity lens to its Board composition analysis in conjunction with its skill sets assessment and that any new appointments will be made in the best interests of the Company and shareholders. |
Reporting table on sex/gender representation
| Number of Board members | Percentage of the Board | Number of senior positions on the Board (CEO, CFO, SID and Chair) | Number in executive management* | Percentage of executive management |
Women | 2 | 50% | 1 | N/A | |
Men | 2 | 50% | 0 | ||
Not specified/prefer not to say | - | - | - | ||
*OCI does not have its own Executive Management. All executive functions are outsourced to Oakley under the supervision of the Board.
Reporting table on ethnicity representation
| Number of board members | Percentage of the board | Number of senior positions on the board (CEO, CFO, SID and Chair) | Number in executive management | Percentage of executive management |
White British or other White (including minority-White groups) | 4 | 100% | 1 | N/A | |
Mixed/Multiple ethnic groups | - | - | - | ||
Asian/Asian British | - | - | - | ||
Black/African/Caribbean/Black British | - | - | - | ||
Other ethnic group, including Arab | - | - | - | ||
Not specified/prefer not to say | - | - | - | ||
The Board is now comprised of 50% female members (including the Chair of the Board). The Committee understands and recognises the importance of ethnic diversity within its Board of Directors, and is actively incorporating consideration of this into its succession planning approach. The Board is overseeing the creation of a Board Diversity Policy, to ensure a diversity lens is applied when considering its composition once the right skill sets have been accounted for.
Independence
Recommendations to appoint or reappoint Directors to the Board are made with due consideration given to the independence of each Director.
Considering the Nomination Committee’s assessment of the effectiveness of the Board, their respective time commitments, and skills and expertise, it was also recommended that all Directors, excluding Stewart Porter, who retired in advance of the 2023 AGM, be put forward for re-election at the 2023 AGM.
In light of Stewart Porter’s retirement, the Nomination Committee discussed the potential appointment of a new Independent Non-Executive Director candidate during the course of 2023, and although these discussions did not come to fruition, the Nomination Committee is committed to revisiting this process in 2024.
On behalf of the Board.
Caroline Foulger
Chair of the Nomination Committee
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The Board will be considering diversity as one of several lenses when making a new appointment in 2024 and seeks to get a unanimous vote on the appointment of the proposed candidate.
Caroline Foulger Chair of the Nomination Committee