During 2015 we: • reviewed the composition of the Board and the organisational succession plan following the resignation of Andrew Reynolds Smith as Chief Executive Automotive • considered and recommended new appointments to the Board as a result of this review • recommended to the Board a three-year extension of terms of office for Mike Turner and Angus Cockburn.
During the year the Group’s diversity initiative, which aims to develop and support our executive pipeline with regard to diversity, was rolled out across the Group. In order to gain greater visibility of our challenges and progress, gender diversity was added as a Group key performance indicator. The Board will receive updates on this measure throughout the year. Further information can be found in the sustainability report on page 51 and the Group’s key performance indicators can be found on pages 11 to 13.
Board and Committee composition
Advice provided to the Committee
In light of Andrew Reynolds Smith’s departure from the Company in September 2015, we considered the subsequent composition of the Board and its balance of skills, knowledge and experience. Recognising the importance of maintaining a balanced Board and the value of detailed industry and operational experience in Board discussion on the Group’s principal businesses, the Committee recommended to the Board that Kevin Cummings, Chief Executive GKN Aerospace, and Phil Swash, Chief Executive GKN Driveline, be appointed to the Board with effect from January 2016. The Board approved this recommendation.
From time to time the Committee appoints external search consultants to assist with the selection and recruitment of potential new Board members. During the year no such assistance was required.
The Committee’s annual evaluation was carried out as part of a series of one-to-one interviews between the Company Secretary and each Director. No changes were considered necessary to the Committee’s terms of reference as a result, and the Committee was considered to be effective in fulfilling its role throughout 2015. On behalf of the Committee
Following the appointment of Phil Swash, latterly Chief Executive GKN Land Systems, as Chief Executive GKN Driveline in September 2015, the Committee reviewed and approved a proposal to transfer executive responsibility for GKN Land Systems to Adam Walker, in addition to his role as Group Finance Director, noting the benefit to him of gaining divisional operational experience within the Group.
Mike Turner CBE Chairman of the Nominations Committee 22 February 2016
During the year, the Committee considered the extension of the term of appointment of Angus Cockburn. Taking into account his contribution to the Board and its committees, the Committee recommended to the Board the extension of his term for a further three years. The Board approved this recommendation. The Committee also considered the extension of my term of appointment and recommended to the Board the extension of my term for a further three years. The Board approved this recommendation. I was not present at either meeting for the discussion and decision on this matter.
Diversity is an area in which we recognise we have to improve. We acknowledge the importance of diversity in all forms, both on the Board and throughout the Group. Our aim is for the Board to consist of people with diverse experience who can add real value to Board debates, thereby supporting the achievement of our strategic objectives. This includes diversity of industry skills, knowledge and experience in addition to gender and ethnicity. Our aim is for women to make up at least 25% of Board members and we will continue to work towards this. However, our overriding policy in any new appointment is to select on merit, in fulfilment of our role of ensuring the continued success of the Company.
GKN plc Annual Report and Accounts 2015