Corporate Governance

Nomination Committee

Purpose and terms of reference

The Committee leads the process, and makes recommendations to the Board, for all new Board appointments. It ensures the existence of a formal, rigorous and transparent procedure, the aim of which is to ensure that appointments are appropriate to the needs of the Group and the balance of the Board.

The terms of reference of the Committee, which explain the purpose, delegated authority and duties of the Committee, have been published on the Company's website and can be obtained on written request to the Company Secretary. Through its agenda, the Committee effectively deals with the duties delegated to it by its terms of reference.

Membership and attendance

From May 2007 until November 2007, the Committee was chaired by Sir Adrian Montague. Following the resignation of Philip Moore as Group Chief Executive, Sir Adrian Montague agreed to act as an Executive Chairman of the Company until a new Group Chief Executive was appointed. Sir Mervyn Pedelty agreed to act as the Chairman of the Committee during this period. The members of the Committee are Sir Adrian Montague, Lady Judge and Ray King. Lord MacGregor retired in May 2007. The attendance record of members at the meetings of the Committee is set out in the Corporate Governance Report. The Group Chief Executive attended when required, by invitation.

For the entirety of 2007, and up to the date of this report, the Company complied with the requirements of the Combined Code in so far as they related to the work of nomination committees.

Activities and work of the Committee

The Committee has led the search and recruitment process to appoint a new Group Chief Executive with the assistance of external executive search consultants. The Committee considered fully the leadership needs of the Group especially in the light of the conclusion of the strategic review. During the year, the Committee also undertook a search for an additional non-executive director. The Committee reviewed the mix of skills and experience that would be of most benefit to the Group and following a further search process recommended the appointment of Gerhard Roggemann as an independent non-executive director from 19 June 2007.

The individual terms and conditions of appointment of non-executive directors can be inspected during normal business hours at the Company's registered office by contacting the Company Secretary.

The Committee has assessed whether each independent director is fulfilling his or her duties, confirmed the time required of non-executive directors for the fulfilment of their duties, and made recommendations to the Board as to the independence of directors and their suitability for re-election as directors.

Finally, the Committee reviewed the relevant parts of the draft 2008 AGM notice to shareholders to ensure its appropriateness as regards those matters to be disclosed that could be regarded as within the Committee's remit, for example, the biographical details of directors and their independence.

On behalf of the Board

Sir Mervyn Pedelty
Chairman, Nomination Committee
18 March 2008