Corporate Governance
Dear Shareholder
Main areas of activity in 2014
In 2014, the Committee spent a substantial part of its time
on executive talent development and succession planning.
A confidential global search process was commissioned by
the Committee to find a new Finance Director. Russell Reynolds
was engaged to assist with this process and also with the
search for a non-executive director as a successor to the
outgoing chair of the Audit Committee. Russell Reynolds also
provided services in respect of recruitment for certain senior
executive positions below Board level. Committee members
interviewed a range of candidates for both roles and the
Committee made recommendations to the Board for the
appointments of Daniel Shook, as Finance Director, and Ross
McInnes, as a non-executive director and Chairman designate
of the Audit Committee.
The Committee also reviewed the composition of the Board
and its committees. It recommended changes in executive
responsibilities, endorsed the change in Divisional Managing
Director for Precision Engineering and supported the changes
to the composition of the Executive Committee. The Board
approved all of the recommendations made by the Committee
for the appointment of directors.
Following the announcement in December 2014 that I would
be stepping down as Chairman, with Board endorsement Anita
Frew has been leading the process for the selection of my
successor supported by Bob Stack, non-executive director,
and Mark Selway. I am not involved in the process for selecting
or appointing my successor.
Members
Anita Frew, Bob Stack, Mark Selway and I are members of
the Nominations Committee and all of us were members
throughout the year. Mark Selway stepped down from the
Committee on 26 February 2015 as he felt that it would reflect
emerging best practice if he did not continue as a member
of the Committee.
Review of time commitments and contributions
Appointments of non-executive directors are made on the basis
of a standard form letter of appointment. Each non-executive
director and I, as Chairman, were appointed on the basis of
a stated minimum time commitment judged appropriate by the
Committee. The Committee considers that the time given by
each non-executive was sufficient. Anita Frew took the lead in
reviewing the governance and other implications for IMI of my
proposal to become Chairman of Smith & Nephew plc from
April 2014, which was then approved by the Board. I have
since stepped down from the boards of Foster Wheeler AG
and Rexel SA.
Succession planning
As a Committee we are keen to develop more formal skills
mapping and to put in place a structured, medium term plan for
Board succession. This activity will be progressed in due course
by the Committee under the new Chairman. We reviewed talent
development and succession planning for the top 250 roles in
the Group with the support of the Group Human Resources
Director and we were encouraged to see the progress that has
been made given the strong emphasis on good process and
cultivating a pipeline of high calibre talent.
Diversity
The Board recognises the benefits a diverse pool of talent can
bring to a boardroom and remains committed to increasing
diversity in the businesses by voluntary measures. We will
continue to review the composition of our management teams
and the Board to ensure that we have the right mix of skills and
experience while maintaining our effectiveness and execution
capabilities. At Board level, there are seven nationalities, two of
the non-executive directors are female and there is a broad mix
of backgrounds and experience.
In 2014 the Board approved a diversity and inclusion policy
which applies to all IMI employees, contractors and agency
workers, both direct and indirect via third parties.
Nominations Committee Report
55
Strategic Review
Performance Review
Financial Statements
Introduction
Annual Report and Accounts 2014
