RWS AR 23 Final Single pages - Flipbook - Page 86
Nomination Committee Report
Dear Shareholder
On behalf of the Nomination Committee, I am
pleased to present our inaugural report for 2023,
following the Board’s decision in January 2023 to
constitute the Committee in line with corporate
governance best practice.
MEMBERSHIP AND ATTENDANCE
The Committee’s members comprise the Chairman of the Board,
who is the Committee chair, and all Non-executive Directors of
the Company. Only members of the Committee have the right to
attend meetings, other individuals, such as other Board members
and external advisers, may be invited to attend for all or part of any
meeting. The Company Secretary is secretary to the Committee.
The Nomination Committee met formally twice during 2023 with all
members present. In common with the other Board Committees, the
Board will evaluate the membership of the Nomination Committee
annually.
KEY RESPONSIBILITIES
The Nomination Committee supports the Board in ensuring that the
Board and its Committees are appropriately constituted and operate
e昀昀ectively. The Committee identi昀椀es quali昀椀ed individuals to join
the Board, recommends any changes to the Board and Committee
composition and monitors the annual process to assess Board
e昀昀ectiveness.
The Committee’s principal duties are to:
•
Monitor the structure, size and composition of the Board and make
recommendations to the Board regarding any changes.
•
Give full consideration to succession planning for Directors and
other senior executives in the course of its work, considering
challenges and opportunities facing the Group, its leadership needs
and the skills and expertise needed on the Board in the future.
•
Assess the e昀昀ectiveness of the Board and its Committees.
In ful昀椀lling these responsibilities, the Committee’s work includes:
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•
Overseeing and facilitating annual reviews of the Chairman, the
Board, its Committees and individual Directors, including periodic
externally facilitated reviews.
•
Evaluating the balance of skills, knowledge and experience on the
Board and its Committees and any potential gaps.
•
Monitoring the independence and time commitments of the
Directors.
•
Overseeing Board and senior executive succession plans and leading
the process to identify suitable candidates to 昀椀ll Board vacancies,
nominating candidates for approval by the Board and ensuring that
appointments are made on merit and against objective criteria.
•
Overseeing the induction of new Directors and assessing the
training needs of existing Directors.
RWS Holdings plc — Annual Report 2023 GOVERNANCE REPORT
