The committee ensures the continued effectiveness of the Board through appropriate succession planning and supports the development of a diverse pipeline.
KEVIN WHITEMAN
Chair of the
Nominations Committee
Number of meetings
4
Members
Kevin Whiteman (chair)
Tony Osbaldiston
Alun Griffiths
Louise Hardy
Rosie Toogood
Mark Pegler (since his appointment in October 2022)
2023 key achievements
Recommending the appointment of Mark Pegler as a new non-executive director and chair of the audit committee to succeed Tony Osbaldiston on his retirement.
Recommending the appointment of Louise Hardy as remuneration committee chair to succeed Alun Griffiths.
Instructing and then considering the results of an externally facilitated board evaluation.
Reviewing the Group's succession plans for board and executive committee appointments.
2024 areas of focus
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, having due regard for the benefits of diversity on the board, including gender, and the skills matrix of the board, that suitable candidates are identified and are recommended for appointment to the board.
The committee's terms of reference were last updated in April 2021 and are available on the Group's website (www.severfield.com) and on request from the Company secretary.
Board effectiveness
In October 2022, Mark Pegler was appointed as a new non-executive director following a recruitment process involving Korn Ferry. The board now consists of ten directors and we consider each of our non-executive directors on the board to be independent. 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 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.
Senior management* gender diversity
* Senior management comprises the board and the executive committee.
Executive committee direct reports gender diversity
Male
Female
Disclosure under Listing Rules 9.8.6R(9) and 14.3.33R(1)
| 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 |
| Men | 80 | 4 | 9 | 82 |
| Women | 20 | – | 2 | 18 |
| Not specified/prefer not to say | – | – | – | – |
| 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) | 10 | 100 | 4 | 11 | 100 |
| Mixed/Multiple Ethnic Groups | – | – | – | – | – |
| Asian/Asian British | – | – | – | – | – |
| Black/African/Caribbean/Black British | – | – | – | – | – |
| Other ethnic group, including Arab | – | – | – | – | – |
| Not specified/ prefer not to say | – | – | – | – | – |
We support the principle of seeking to increase the number of women and people from minority ethnic backgrounds on FTSE boards, and to improve representation in leadership positions. We are committed to continuing to broaden the diversity of our own board in terms of both gender and ethnicity, consistent with appointing candidates based on talent and capability. As part of our recruitment process we have instructed search consultants for some time to provide balanced shortlists.
The board has two female directors (20 per cent). Female representation on our executive committee is two (18 per cent) but at the career level below the executive committee, female representation is higher at 25 per cent with many senior finance and HR roles being held by women.
As can be seen from the data in the tables none of the four senior board positions are held by a woman and none of the directors is from a minority ethnic background.
The four senior board positions have not recently been changed and so there has been no opportunity to address this target. Of the three most recent Board appointments two have been women but none have been from an ethnic background since none of the suitable candidates who applied for those roles were from those backgrounds. One male non-executive director is due to retire before the AGM at which point 22 per cent of the Board and 40 per cent of the non-executive directors will be women.
Succession planning
The committee ensures the continued effectiveness of the board through appropriate succession planning and ensures that the Company has in place a succession planning programme designed to identify and develop future senior leaders and to achieve diversity.
Each year the committee meets specifically to review succession plans for the board and for senior management and takes into account the issues arising out of the evaluation of the board's effectiveness and its commitment to diversity.
Evaluation
The committee appointed Gould Consulting to perform a board effectiveness evaluation. In their review, they concluded the board is operating effectively and, in the main, above our FTSE peers, but recommended some practical changes to further enhance engagement and contribution. These have been documented and at the time of writing this report are being developed into a board improvement plan, further details of which we aim to disclose next year.
Kevin Whiteman
Chair of the nominations committee
14 June 2023