Report of the Nomination Committee

Composition of the Nomination committee

The members of the Nomination committee who held office during the year and at the date of this report are:

• Martin Adamson (Chairman until April 2009)
• Charles Sinclair (member from November 2008 and Chairman from April 2009)
• Tim Clarke
• Javier Ferrán
• Lord Jay
• Peter Smith

Executive directors may be invited to attend as appropriate.

The Nomination committee leads the process for board appointments by making recommendations to the board.

The Chairman does not chair the Nomination committee when it is dealing with the appointment of his successor. In these circumstances the committee is chaired by a non-executive director elected by the remaining members. The committee met once during the year.

Duties

The Nomination committee is responsible for identifying and nominating, for the approval of the board, candidates to fill board vacancies as and when they arise. Before an appointment is made, the committee evaluates the balance of skills, knowledge and experience on the board and, in the light of this evaluation, prepares a description of the role and capabilities required for a particular appointment.

Candidates from a wide range of backgrounds are considered. The Nomination committee normally uses external advisors to facilitate searches for potential candidates.

The time required from a non-executive director is reviewed annually. The annual board evaluation is used to assess whether the non-executive director is spending sufficient time to fulfil his duties.

The Nomination committee gives full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Company and what skills and expertise are therefore needed on the board and from senior management in the future.

The Nomination committee reviews the structure, size and composition (including the skills, knowledge and experience) of the board and, if appropriate, makes recommendations for changes to the board. In this respect, the committee has regard to the results of the annual board evaluation. The committee keeps under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete efficiently in the marketplace. The committee makes recommendations regarding the membership of the Audit committee in consultation with the Audit committee chairman.

Activities

The Nomination committee makes recommendations to the board on succession for executive directors, the re-appointment of any non-executive directors at the conclusion of their specified term of office, any matter relating to the continuation in office of any director at any time and the appointment of any director to executive or other office.

Corporate website

The terms of reference of the Nomination committee, which set out its role and the authority delegated to it by the board, are available for inspection at the Company’s registered office and can be viewed here.

The formal letters of appointment of non-executive directors are also available for inspection at the Company’s registered office.