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The 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
Activities in 2024
- Recommended the reappointment of four Directors of the Board.
- Initiated and oversaw the search for a new Director, including engaging an executive search firm.
- Recommended the appointment of Steve Pearce as a new independent Non-Executive Director.
- Led a review of the Board’s effectiveness and the Directors' performance.
Nomination Committee role
The Committee ensures the continued effective operation of the Board and its committees, by overseeing nominations, appointments and reappointments to the Board. The process undertaken by the Committee includes:
- reviewing the succession plans for the Chair of the Board and Directors;
- assessment of Board effectiveness and Director performance, in conjunction with the Remuneration Committee;
- identifying Director skill and experience gaps and coordinating searches for new qualified candidates to fill independent Non-Executive Director vacancies, that align with the specific criteria agreed by the Board; and
- agreeing a short-list of candidates and interviewing them, both individually and with the Board as a whole.
The Committee's members elected to recommend Steve Pearce as a new Board candidate, and the recommendation was passed to the full Board for its determination on the appointment. Thereafter, a new Director is subject to reappointment at the next AGM along with the other Directors standing for re-election.
The Board seeks a unanimous vote on the appointment of the proposed candidate and it is also noted that Caroline, as Chair of the Board, cannot vote on her own appointment as the Chair.
The Company has adopted a formal policy of Board succession, which also addresses the tenure of its Board as a whole. The Company recognises the importance of reviewing Board composition, suitability and tenure at least annually to address the evolving needs of the Company. This helps to ensure that the Company remains open to new ideas and independent thinking while retaining necessary experience and expertise in line with the needs of the Company, Bermuda company law and the AIC Code of Corporate Governance.
The key pillars of the Company’s policy on Board succession and diversity are set out below:
- Due consideration is given to the independence, effectiveness, experience and contribution to the Company when determining tenure of the Directors.
- Directors are typically appointed for an initial term of three years (the Initial Term) and extensions to the Initial Term are considered at the Board’s discretion and as advised by the Nominations Committee.
- Notwithstanding this, tenure is subject to annual re-appointment at the AGMs.
- Ensuring compliance with Bermudian economic substance requirements by appointing a sufficient proportion of Board members who are based in Bermuda.
- Maintaining an absolute minimum of two Directors to ensure compliance with the Company’s bye-laws.
- Ensuring an appropriate skills balance across the Board as a whole.
Following a rigorous search process, the Committee recommended the appointment of Steve Pearce as Non-Executive Director. His appointment to the Board in November 2024 considered the experience and skill of candidates interviewed for the role with the aim of securing the person with the skills and experience that best complement those of the existing Board members.
Board effectiveness
At the end of 2024, the Nomination Committee conducted an Effectiveness Review of the Board. The results of the review demonstrated a strong overall performance and an effective Board, which was further bolstered by the appointment of Steve Pearce in November 2024. 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 the workload is also appropriately distributed across the Directors to best utilise their respective skills and experience.
Diversity & Inclusion
The Board strongly supports the principle of boardroom diversity and actively promotes diversity and inclusion throughout its regular activities. The Board’s aim is to have Directors with an appropriate mix of skills, experience and knowledge recognising diversity of gender, social and ethnic backgrounds, as well as cognitive and personal strengths. The Board oversaw the creation and implementation 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.
During the recent search for a new independent Non-Executive Director, we engaged an external consultant and requested a diverse range of candidates for consideration to allow the Board to make appointments on merit and against objective criteria.
In accordance with UK Listing Rules, regarding disclosures on the composition of the Board of Directors, the Company provides below a summary of its performance against the Board composition targets and, within the Corporate governance principles section, includes narrative of the Company’s succession planning.
The Board is comprised of five Directors, two of which (including the Chair) are women, meeting the targets set under the UK Listing Rules that the Board should be constituted by at least 40% female members, with at least one of these female Board members being in a senior position. While the Company has not yet met the target of having at least one Board member from a minority ethnic background, it acknowledges the importance of ethnic diversity within boards. Any new appointments will continue to seek a diverse pool of candidates for consideration, with the ambition of appointing someone from a minority ethnic background with the right skill set and experience to support the best interests of the Company and its shareholders.
The targets and the Company’s response as at 31 December 2024 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.
In accordance with UK Listing Rules of the FCA, the following table sets out data, as at 31 December 2024, on the ethnic background and the gender identity or sex of the individuals on the Company’s Board.
Reporting table on ethnic background and gender identity or sex of the individuals
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|---|---|---|---|---|---|
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 | |
Gender identity or sex | |||||
Women | 2 | 40% | 1 | N/A | |
Men | 3 | 60% | 1 | ||
Not specified/prefer not to say | – | – | – | ||
Ethnic background | |||||
White British or other White (including minority-White groups) | 5 | 100% | 2 | 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 | – | – | – | ||
Board attendance
The Directors’ attendance at all Board and Committee meetings throughout 2024 is as shown in the table below. Attendance of Committee meetings is shown only where Directors are members of that Committee.
1. Steve Pearce was appointed at the Board meeting held in November 2024. No other Board or Committee meetings were held in the year following his appointment. | |||||||
|---|---|---|---|---|---|---|---|
Director | Board meetings (8) | Audit Committee (4) | Governance, Regulatory and Compliance Committee (3) | Management Engagement Committee (3) | Nomination Committee (3) | Risk Committee (2) | Remuneration Committee (2) |
Caroline Foulger | 8 | 4 | 3 | 3 | 3 | 2 | |
Fiona Beck | 8 | 4 | 3 | 2 | |||
Peter Dubens (or David Till as alternate) | 5 | ||||||
Richard Lightowler | 8 | 4 | 3 | 3 | 2 | 2 | |
Steve Pearce1 | 1 | ||||||
Independence
In line with the Company’s Board Succession Policy, due consideration is given to Director independence before recommending the appointment or reappointment of Directors to the Board.
Considering the Nomination Committee’s assessment of the effectiveness of the Board, their respective time commitments, skills and expertise, it was also recommended that all Directors be put forward for reappointment at the 2024 AGM.
The Company does not consider Peter Dubens or his alternate, David Till, to be independent by virtue of the respective positions held within the Oakley Group. In the interest of maintaining an otherwise independent Non-Executive Director Board membership, the Nomination Committee discussed the appointment of a new independent Non-Executive Director during 2024, and accordingly recommended the appointment of Steve Pearce to the Board.
On behalf of the Board.
Caroline Foulger
Chair of the Nomination Committee
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The Board will continue to assess the overall tenure and composition of its Board in response to its evolving needs.”
Caroline Foulger Chair of the Nomination Committee