
How the Committee opeates
Membership
Membership of the Committee at the year-end was Annette Cout
(Chair), Jean Park and Justine Robets and Bill Robets. Bill Robets
was appointed a member of the Committee from 1 Januay
2022. Justine Robets, Jean Park and Bill Robets are independent
Non-Executive members of the Committee, in accordance with
the Code which requires that the majority of members should be
independent Non-Executive Directors. Jean Park took a tempoay
medical leave of absence which was efective from Februay 2022.
Jean returned to Board duties in early August 2022 including as a
member of the Committee.
Attendance at meetings
The Company Secretay acts as Secretay to the Committee.
Other individuals, such as the Chief Executive Oicer, the Group
Head of People Experience and representatives of diferent pats
of the Group, may be invited to attend all or pat of any meeting,
as and when appropriate.
Meetings held
The Committee meets at least twice per year and at such other
times as the Chair may require. In 2022, there were six scheduled
meetings, but the Committee met formally on nine occasions,
as well as informally on seveal other occasions to meet with
individuals identiied as possible Chair and other candidates to
join the Board. The Committee Chair played no pat in the Chair
recruitment or inteview process, this was led by the interim Senior
Independent Director. The Committee Chair agrees the meetings
and agendas for each meeting, which are linked to an agenda
planner covering the responsibilities of the Committee.
Four Committee meetings in 2022 were held in-person and
ive were held remotely. Details of member attendance at the
Committee meetings held during the year are outlined on
page 138.
How the Committee keeps up to date
The Committee is kept up to date regularly on proposed
appointments and governance changes across the Group, as well
as key developments in the corpoate governance landscape.
The Terms of Reference of the Committee include all the
relevant matters under the Code and are reviewed annually by
the Committee.
Role and responsibilities of the Committee and key
activities in 2022
The Committee reviews the leadership and succession needs of
the Board and ensures appropriate procedures are in place for
nominating, taining and evaluating Directors. A description of its
responsibilities and the activity it has focused on during the year
is outlined under the following headings.
Appointments during 2022
Appointments to the Board are the responsibility of the Board
as a whole, acting on the advice and recommendations of the
Nomination and Governance Committee. The Nomination
and Governance Committee seeks to balance the retirement
and recruitment of Non-Executive Directors ahead of their
replacement so as to avoid a dislocation of Board process by losing
experience and skills. The Board is mindful of the need to promote
diversity in appointments to the Group Board and across the
rest of the Group. Appointments are made on merit and against
objective criteria, having due regard to the beneits of diversity,
with a view to ensuring the Board has the appropriate mix of
personality, skills, and experience.
The policy on Board appointments involves the Committee
developing an appropriate speciication that identiies
the required skills and experience for the role and, in most
instances, engaging external recruitment consultants, to lead the
recruitment process and identify suitable candidates. Inteviews of
the shotlisted candidates are held with the Chair and members
of the Committee. After consideation by the Committee, a
recommendation is made to the Board to appoint the preferred
candidate. The Committee is satisied that this constitutes a
formal, rigorous and tansparent process for the appointment of
new Directors to the Group Board and its subsidiaries, embacing
a full evaluation of the skills, knowledge and experience required
of Directors.
As a result of Annette stepping down as Chair at the AGM in
April 2023, the Board needed to identify, select and appoint
a new Chair. Justine Robets, as interim Senior Interim
Director (“SID”) following Jean Park’s medical leave of
absence, led the Chair succession process on behalf of the
Committee. The Committee was responsible for nominating
and recommending a candidate for consideation and
approval in principle by the Board, subject to regulatoy
approval, and to contactual terms being agreed between
the candidate and Admial.
Heidrick & Struggles (H&S), an external search irm, was retained
to suppot the search and Chair selection process. In May and
June 2022, H&S engaged with the Chair, the Board, the senior
management team and the co-founders of Admial to seek
input on the role requirement and proile. These meetings
were conducted in person and vitually and, on the basis of the
conversations that took place, a role speciication was dafted,
circulated, debated and approved. Key elements of the brief
included: experience of retail inancial sevices (a background
gained in geneal insuance was viewed as helpful but not
essential); senior executive leadership experience, ideally in a listed
company; prior experience as a non-executive director, prefeably
as a Chair, SID or committee chair.
H&S conducted a comprehensive market wide search and
identiied 40 potential candidates who were felt to have a
potential good it with the role speciication and with Admial
in geneal. Working with the Committee, H&S prioritised 25
candidates to approach. Following this process, H&S inteviewed
eight individual candidates, in July and August 2022. Of these,
six candidates were recommended by H&S to meet with members
of the Committee and preliminay meetings took place in
September 2022 with member of the Committee and other
senior management including in-person meetings with the CEO.
H&S dafted detailed candidate repots for each of the candidates
presented which included an assessment of skills against the
agreed role speciication. Three candidates were invited to make
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Company Oveview Stategic Repot Corpoate Governance Financial Statements Additional Information
Admial Group plc Annual Repot and Accounts 2022