Nominations Committee report
In this section we set out the role of the Nominations Committee, its membership and what it considered during the year.
Role of the Committee
The Board has delegated to the Committee responsibility for reviewing and proposing appointments to the Board and for recommending any other changes to the composition of the Board or the Board Committees. The principal responsibilities of the Committee include:
- reviewing the composition of the Board and making recommendations to the Board with respect to the role and responsibilities required for each appointment;
- ensuring there is a formal, rigorous and transparent procedure for the appointment of new Directors;
- selecting and/or interviewing potential candidates for appointment to the Board and its Committees;
- identifying and recommending suitable candidates for the roles of Chairman and Senior Independent Director;
- developing and recommending appropriate criteria for determining Director independence;
- periodically reviewing the terms of appointment of the non-executive Directors; and
- conducting an annual review of the Committee's performance, periodically reviewing the adequacy of its terms of reference and recommending any changes to the Board.
The full terms of reference of the Committee are available on www.schroders.com or from the Company Secretary at the registered office.
The composition of the Committee
All non-executive Directors are members of the Committee, the composition of which at the end of 2007 was:
Michael Miles (Chairman)
Andrew Beeson
Luc Bertrand
Sir Peter Job
Merlyn Lowther
George Mallinckrodt
Kevin Parry
Bruno Schroder
In addition the Chief Executive, Michael Dobson, is generally invited to attend Committee meetings.
There were no changes to the composition of the Committee during the year.
Report on the Committee's activities in 2007
Meetings and Attendance The Committee, which meets as often as required, met five times during the year. Attendance by Committee members at each meeting is set out in the table below:
| Maximum possible attendance |
Meetings attended |
|
|---|---|---|
| Michael Miles | 5 | 5 |
| Andrew Beeson | 5 | 4 |
| Luc Bertrand | 5 | 3 |
| Sir Peter Job | 5 | 4 |
| Merlyn Lowther | 5 | 5 |
| George Mallinckrodt | 5 | 4 |
| Kevin Parry | 5 | 5 |
| Bruno Schroder | 5 | 5 |
Principal issues addressed during 2007 were:
- The size and composition of the Board and the principal Board Committees; and
- The Committee's terms of reference and the discharge of its responsibilities.
The Committee reviewed the size and composition of the Board and the three principal Committees: Remuneration, Audit and Nominations. Following the review, the Committee reaffirmed the principles agreed in 2003 that the Board should continue to have a balance of executive Directors, independent non-executive Directors and Directors who have a connection with the principal shareholder group.
The Committee also undertook a review of its terms of reference and its operation to ensure the terms of reference reflected best practice and were appropriate for the Company. This review included benchmarking against other FTSE 100 companies. The review concluded that the terms of reference were broadly in line with other companies and reflected current best practice and it was agreed that there should be no extension of the Committee's current role. The terms of reference were updated to reflect the current operation of the Committee. This included clarifying that all non-executive Directors were members of the Committee and that the Chief Executive would normally be invited to attend meetings. The revised terms of reference were approved by the Board on 22 November 2007.
Support The Committee received information and support from management during the year to enable it to carry out its duties and responsibilities effectively. The Committee has the right to appoint external advisers where it believes it is appropriate.