Nominations Committee

The Nominations Committee currently comprises the Chairman of the Company, the Chief Executive and all of the non-executive directors. Its terms of reference, which are reviewed annually by the Board, are available on the Company’s website, www.tateandlyle.com.

The Committee met four times during the year. Membership of the Committee and their attendance during the year were as follows:

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Number of
meetings

Number of
meetings
attended

1

Except when the Committee is dealing with the appointment of a successor to the Chairman, when the Senior Independent Director chairs the Committee.

2

Appointed 1 May 2010.

3

Retired 22 July 2010.

Directors as at 31 March 2011

 

 

Sir Peter Gershon (Chairman of the Committee1)

4

4

Javed Ahmed

4

4

Liz Airey

4

4

William Camp2

4

4

Evert Henkes

4

4

Douglas Hurt

4

2

Robert Walker

4

4

Dr Barry Zoumas

4

4

Former directors

 

 

Richard Delbridge3

1

1

The Committee has a formal calendar of items for consideration at each meeting and meets at least twice a year.

Main responsibilities of the Nominations Committee

The main responsibilities of the Committee include:

  • reviewing the size and composition of the Board, including succession planning, and the leadership needs of the Group generally;
  • recommending candidates for appointment as executive and non-executive directors and as Company Secretary, taking into account the balance of the Board and the required blend of skills and experience, bearing in mind the need for diversity;
  • making recommendations on the processes for the appointment of the Chairman of the Board; and
  • reviewing annually the performance of each member of the Group Executive Committee and reporting on that review to the Remuneration Committee.

Work undertaken during the year

During the year and up to the date of this annual report, the work undertaken by the Nominations Committee included:

Board composition

  • reviewing the successional needs of the Board on a regular basis during the year. No additional non-executive directors were recruited during the year. William Camp, who joined the Board on 1 May 2010, was recruited during the financial year ended 31 March 2010 and details of the recruitment process were disclosed in the annual report 2010.

Committee membership

  • reviewing the membership of all Board Committees following the Board’s decision to establish a Corporate Responsibility Committee. Its recommendations regarding Committee composition were approved by the Board.

Performance evaluation

  • undertaking a performance evaluation of each of the members of the Group Executive Committee and reporting its conclusions to the Remuneration Committee.

Terms of reference and Nominations Committee effectiveness

  • updating its terms of reference to reflect evolving best practice. The Board approved the revised terms of reference; and
  • undertaking a review of effectiveness which concluded that the Committee was considered to be operating effectively while identifying a number of areas for focus, including the development of a strategy on Board diversity for approval by the Board in the first half of the 2012 financial year.