United Kingdom

Nomination committees are responsible for ensuring that the board contains the right balance of skills,
experience, independence and knowledge to effectively oversee the company on shareholders’ behalf.

This process includes managing the terms and disclosure of board appointments, both in initial recruitment and on an ongoing basis, with an emphasis on progressive refreshment. When that balance does not reflect UK Code recommendations, the committee should disclose and justify those deviations.

The committee should also set out the board’s policy on diversity, with specific reference to gender, including details of any internal objectives and progress against them. It recommends voting against the following nomination committee members under these circumstances:

1) The nomination committee chair if the company is in the FTSE 350 and has failed to meet the the 33%
gender diversity target set out by the Hampton-Alexander Review and has not disclosed any cogent
explanation or plan to address the issue.
2) The nomination committee chair if the company is in the FTSE 100 and has failed to appoint one director of an ethnic minority group, as recommended by the Parker Review, and has failed to provide clear and compelling disclosure for why it has been unable to do so.