Investors

Composition

The Committee is comprised entirely of non-executive directors. The current members are:

• Archie Norman (Chairman)
• Mike Clasper
• Andy Haste
• John Ormerod

Details of attendance at meetings during 2009 are set out in the How the Board Operates section.

Role

The role of the Committee is to:

• review the structure, size and composition of the Board;
• identify and nominate for board approval candidates to fill board vacancies;
• evaluate the balance of skills, knowledge and experience on the Board;
• consider succession planning for directors and other senior executives; and
• consider any conflicts of interest that may be reported by directors of the Company.

For the Committee’s Terms of Reference please see the Download section.

Activities in 2009

During 2009 the Committee focused on succession planning for the Board. The objectives of the succession planning framework are to ensure:

• board tenure is appropriate and encourages fresh thinking and new ideas;
• the Board has the appropriate mix of generalist and specialist skills for the Company’s changing requirements; and
• non-executive directors have the appropriate level of independence, from the executive directors and from each other.

Following Michael Grade’s announcement of his intention to step down as Executive Chairman, the Committee commenced a search for a Chief Executive and a non-executive Chairman with the help of a professional search firm. Archie Norman was appointed Chairman with effect from 1 January 2010, and Adam Crozier took up the position of Chief Executive on 26 April 2010.

The Committee will continue to review succession planning for key executives throughout the Group in 2010 to ensure an appropriate framework is in place.