RWS AR 23 Final Single pages - Flipbook - Page 87
TERMS OF REFERENCE
The Committee undertakes its duties in accordance with
its terms of reference which will be regularly reviewed
to ensure that they remain 昀椀t for purpose and in line
with best practice guidelines. The terms of reference are
available on the Company’s website (www.rws.com).
KEY ACTIVITIES IN 2023
In its 昀椀rst year of operation the Committee has met
twice. The principal matters considered at these
meetings were:
•
•
Establishing an annual workplan
•
Overseeing the transition of the Chairmanship from
Andrew Brode to Julie Southern and the resultant
changes to membership of the Board’s Committees
•
•
Considering the independence of the Directors
•
Overseeing the Board e昀昀ectiveness review (details of
which are set on page 76)
Reviewing the composition of the Board, including the
directors’ tenure, skills and experience and diversity
Considering the potential recruitment of an additional
Non-executive Director to ensure the skills and
experience available at the Board table remain
appropriate
BOARD EVALUATION
INDEPENDENCE OF NON-EXECUTIVE
DIRECTORS
I was appointed independent, Non-executive Chairman on
2 October 2023, as planned and announced in July 2022,
succeeding Andrew Brode, who remains on the Board as
a Non-executive Director. Andrew Brode is not deemed
to be independent due to his previous executive role with
the Group. The Committee considers that the other NonExecutive Directors are independent and that there are
no relationships or circumstances which are likely to a昀昀ect
their independent judgement.
RE-ELECTION OF DIRECTORS
All the Directors will stand for re-election at the 2024 AGM.
The Board has carried out a performance evaluation (details
of which can be found on page 76) and considers each of
the Directors to be e昀昀ective in their respective roles. It
judges that they demonstrate commitment and is of the
opinion that all Directors continue to provide valuable
contributions to the long-term success of the Company.
The Board strongly supports their re-election to the Board
and recommends that shareholders vote in favour of the
resolutions at the AGM.
Julie Southern | NOMINATION COMMITTEE CHAIR
11 December 2023
During the year, an internal evaluation of the
performance and e昀昀ectiveness of the Board and its
Committees was carried out, facilitated by the Company
Secretary. Further details are set out on page 76.
DIVERSITY AND INCLUSION
The Committee believes it is important to promote a
culture that values diversity in all areas, including an
inclusive and diverse culture in terms of ideas, skills,
knowledge, experience, education, age, gender, social
and ethnic backgrounds, cognitive and person strengths
and other factors. The Committee is satis昀椀ed with the
progress being made in achieving objectives in relation
to gender diversity at the Board noting the 50:50 male
to female representation, and will continue to seek
progress in other facets of diversity.
GOVERNANCE REPORT
RWS Holdings plc — Annual Report 2023
87
