EasyJet 2013 Annual Report Download - page 69

www.easyJet.com 67
Governance
from the Director of Safety and Security, Captain
David Prior. Captain David Prior had, and continues
to have, a direct reporting line to the Chairman
which reinforces the independence of safety
oversight. For further information on the safety
management system, please refer to page 45.
Since its constitution, the Committee has reviewed
a range of safety-related matters. Some of these
followed requests from the Board to carry out
detailed reviews of specific operational incidents
following up the regular safety reports provided to
the Board. This included a review of the Company’s
“Just Culture”. The terms of reference of the Safety
Committee are documented and agreed by the
Board. The full text of the terms of reference is
available in the governance section of easyJet’s
corporate website, http://corporate.easyJet.com.
Nominations Committee
As at 30 September 2013, the Nominations
Committee members were Charles Gurassa
(Chairman), David Bennett, Professor Rigas Doganis
and Andy Martin. Andy Martin joined the Committee
in January 2013.
This Committee is responsible for nominating
candidates to fill Board positions and for making
recommendations on Board composition and
balance. In appointing Non-Executive Directors,
the Board’s practice is to use external recruitment
consultants; during the year terms were negotiated
with JCA Group to act as easyJet’s recruitment
consultants for Board and senior executive posts.
Other than providing recruitment consultancy
services, JCA Group has no other connection
with the Company.
The Committee adopts a formal, rigorous and
transparent procedure for the appointment of new
directors to the Board. In January 2013, the Board
initiated a succession planning process to search for
a new chairman led by the Nominations Committee.
JCA Group was provided with a detailed brief of
the desired candidate profile based on merit and
against objective criteria (including an assessment
of the time commitment expected) and their
services were used to conduct a thorough search
to identify suitable candidates. The Nominations
Committee considered a list of potential candidates
and the balance of skills, knowledge, independence,
diversity (including gender) and experience on the
Board to ensure that a suitable balance was
maintained. Those shortlisted were interviewed by
members of the Board including the Nominations
Committee and the Chief Executive. Following this
process, John Barton was invited to join the Board
and to become easyJet’s Chairman in succession
to Sir Michael Rake. John’s other significant
commitments were disclosed to the Board before
his appointment and can be found in his biography
on page 60. The Board was and continues to be
satisfied that John would allocate sufficient time
to the Company to discharge his responsibilities
effectively. John’s wealth of plc board experience,
valuable commercial and financial expertise and
understanding of competitive service-oriented
consumer markets were factors in the
Board’sdecision.
The Nominations Committee met five times during
the year, four times to deal with the appointment
of John Barton as Chairman. During the period of
selecting a new Chairman, Charles Gurassa, who
was also a candidate for the role, was replaced
by David Bennett as Nominations Committee
Chairman. Charles Gurassa did not attend any
of the meetings relating to the new Chairman’s
search and appointment. The outgoing Chairman,
Sir Michael Rake, was not involved in the Chairman
selection or appointment decision process.
However, John Barton did request a meeting
with Sir Michael Rake prior to accepting his
Chairman appointment as part of his own due
diligence process.
During the year, other matters considered by
the Committee included the consideration of
succession planning for the Board and the key
skills and experience required for future recruits.
The assessment of succession planning will be
further developed during the course of next year.
The terms of reference of the Nominations
Committee are documented and agreed by the
Board. The full text of the terms of reference is
available in the governance section of easyJet’s
corporate website, http://corporate.easyJet.com.
On joining the Board, new members receive a full
and tailored induction. Following this induction,
meetings are arranged with key executives and
managers within the business to provide ongoing
education and information about the business.
Shareholders are offered the opportunity to meet
new Directors. Contracts and letters of appointment
with Directors are made available at the Annual
General Meeting or on request. The standard terms
and conditions of the appointment of Non-
Executive Directors are also available in the
governance section of easyJet’s corporate website,
http://corporate.easyJet.com.
The Board recognises the benefits of having
diversity across all areas of the Group and believes
that this adds to easyJet’s continued success and
advantage. The boardroom diversity policy was
introduced in 2012. When considering the optimum
make-up of the Board, the benefits of diversity of
the Board are appropriately reviewed and balanced
where possible, including in terms of differences in
skills, industry experience, business model
experiences, gender, race, disability, age, nationality,
background and other contributions that individuals
may bring. The Committee continues to focus on
encouraging diversity of business skills and
experience, recognising that Directors with diverse
skill sets, capabilities and experience gained from
different geographic and cultural backgrounds