EasyJet 2014 Annual Report Download - page 66

64 easyJet plc Annual report and accounts 2014
Corporate governance report continued
Key responsibilities
• Keeping under review the composition, structure and size
of, and succession to, the Board and its Committees.
• Succession planning for senior executives and the Board.
• Identifying and nominating, for the approval of the
Board, candidates to fill Board vacancies as and when
they arise.
• Evaluation of the balance of skills, knowledge, experience
and diversity on the Board.
Highlights of the 2014 financial year
• Reviewing the composition of the Board and the balance
of skills, experience and knowledge.
• Overseeing the appointments process and subsequent
appointments of two new Non-Executive Directors.
• Consideration of the appointments to the Board
Committees following the change in Board composition.
Board appointments process
The Committee adopts a formal, rigorous and transparent
procedure for the appointment of new Directors to the
Board. The Nominations Committee led a succession
planning process on behalf of the Board to search for
new Non-Executive Directors.
In appointing Non-Executive Directors, the Board’s
practice is to use external recruitment consultants.
Following a selection process, terms were negotiated with
Egon Zehnder to act as easyJet’s recruitment consultants
for these Board appointments. Other than providing
recruitment consultancy services, Egon Zehnder has no
connection with the Company. Egon Zehnder 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 the Nominations Committee and other
members of the Board. Following this process, Dr. Andreas
Bierwirth and François Rubichon were invited to join the
Board as Non-Executive Directors. The new Directors’
other significant commitments were disclosed to the
Board before their appointment and are provided on
pages 54 to 55.
Diversity
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. In considering
the appointment of new Non-Executive Directors this year,
focus was placed on increasing the diversity of European
aviation knowledge and experience. 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 make. 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 enhance the Board. In identifying suitable
candidates the Committee will seek candidates from a range
of backgrounds, with the final decision being based on merit
against objective criteria.
The Company has two female Directors on its Board, one
being the Chief Executive. Following the appointment of the
two new Non-Executive Directors on 22 July 2014 and the
stepping down of the two outgoing Non-Executive Directors
on 1 October and 1 December 2014, the Board will retain its
20% female Board representation from last year. This is a
percentage which easyJet aspires to retain in the future.
The Company’s policy on diversity applies across all levels
of the organisation, not just the Board, further details of
which can be found in the Corporate responsibility section
on pages 41 to 42. This year, for example, the number of
women on the Executive Management Team increased
from three to four (out of 11 positions).
Charles Gurassa
On behalf of the Nominations Committee
“ During the year, the focus and attention of the
Committee was on Board succession and the key skills
and experience required for future recruits, undertaking
a search process for two new Non-Executive
Directors, and reviewing the composition of the Board
Committees. Effective from 1 December, John Barton
will be taking over as Chair of the Committee. I will
remain on the Committee as a member.”
Membership as at 30 September 2014
(members are independent Non-Executive Directors
and the Non-Executive Chairman of the Board)
• Charles Gurassa (Chair)
• John Barton (appointed to Committee on
1 July 2014)
• David Bennett (stepped down from Committee
on 1 October 2014)
• Professor Rigas Doganis (stepping down from
Committee on 1 December 2014)
• François Rubichon (appointed to Committee on
22 July 2014 in place of Andy Martin)
Meetings held in the 2014
financial year: 3
NOMINATIONS
COMMITTEE
Charles Gurassa
Chair of the
Nominations Committee