"The Nominations Committee advises the Board on appointments, retirements and resignations from the Board and its Committees and reviews the Board's succession plans. Its primary focus is on ensuring the ongoing strength of the Board, by ensuring that it is appropriately structured and resourced by individuals with the skills and experience necessary to discharge its duties and responsibilities."
JOHN McDONOUGH CBE, NOMINATION COMMITTEE CHAIRMAN
The members of the Committee are John McDonough (Committee Chairman) and any three of the Non-executive Directors (Nelda Connors, Christer Gardell, Jeff Hewitt, Jane Hinkley, Jan Oosterveld and John Sussens). The Company Secretary is Secretary to the Committee.
Role and responsibilities
The Nominations Committee advises the Board on appointments to, and retirements and resignations from, the Board and its committees, and reviews the Company's succession plans. The Committee meets as and when required and is chaired by the Chairman or a Non-executive Director. The Chairman would not act as chairman of the Nominations Committee where it was dealing with the appointment of his successor. Formal meetings are held to consider standing items of business; there is also a significant level of ad hoc discussion between members of the Nominations Committee, particularly when a recruitment exercise is taking place.
When considering the appointment of new Directors, the Nominations Committee draws up a specification, taking into consideration the diversity of the Board including the balance of skills, knowledge and experience, the independence of Board members and the ongoing requirements of the Group. The Nominations Committee's foremost priority is to ensure that the Company has the best possible leadership. Its prime focus is on the strength of the Board, for which appointments are made on merit against objective criteria, selecting the best candidate for the post.
At present, two of the nine Vesuvius Directors are women, and four are non-British citizens. All Directors have served at a very senior level in global organisations, have international experience across a variety of industries, and most have spent a considerable amount of time resident outside the UK. The Nominations Committee believes that this diversity supports the operation of an effective Board.
The Board has not set any specific aspirations in respect of gender diversity but believes that refreshment of the Board should take into account the need to consider diversity in all its forms.
The Nominations Committee utilises the services of executive search firms to identify appropriate candidates and will only use those firms that have adopted the Voluntary Code of Conduct addressing gender diversity and best practice in search assignments. Wherever possible, the Nominations Committee arranges for all Directors to meet with the preferred candidate. The Nominations Committee makes recommendations for each appointment to the full Board. Care is taken to ensure that all proposed appointees have sufficient time available to devote to the role and do not have any conflicts of interest.
The search process for the new Non-executive Directors to replace Messrs Oosterveld and Sussens, who will be stepping down at the forthcoming Annual General Meeting, gave priority to candidates with global CEO/CFO experience, an understanding of executive compensation and knowledge of, and experience in, Asia - Pacific markets. JCA Group and Russell Reynolds Associates, specialist executive recruitment firms, were engaged to identify appropriate candidates. A longlist of potential appointees was considered, and candidates were shortlisted for interview based upon their fulfilment of objective criteria. The Committee then recommended the two preferred candidates, Ms Connors and Ms Hinkley, to the Board for appointment.
It is the responsibility of the Nominations Committee to review the Company's succession plans for members of the Board. The Board as a whole will also consider the subject. It is envisaged that each of Vesuvius' divisions will submit detailed succession plans in respect of senior divisional executives to the Board for review each year. The Board will also actively seek to meet with key executives throughout the Group so as to gain a greater understanding of the breadth and depth of management talent. This will enable members of the Committee to adopt a more informed approach to succession planning.
The Chairman of the Nominations Committee reports the outcome of the Nominations Committee meetings to the Board.
On behalf of the Nominations Committee
John mcdonough cbe
Chairman, Nominations Committee
28 March 2013