Peachtree 2012 Annual Report Download - page 59

Nomination Committee
The Nomination Committee is chaired by the Chairman,
Mr D H Brydon and consists of the Chairman and four
independent non-executive directors, Ms T Ingram,
Ms R Markland, Mr I Mason and Mr M E Rolfe. In the absence
of the Chairman of the Board, the Committee is chaired by
the Senior Independent Director.
This Committee reviews the composition of the Board to ensure it remains
appropriate for the needs of the business and plans for its progressive
refreshing, having regard to its balance and structure. It also considers issues
of succession. Recruitment consultants are used to assist in the process. It
leads the process for the identication and selection of new directors and
makes recommendations to the Board in respect of such appointments. The
Committee also makes recommendations to the Board on the membership
of its committees.
The Nomination Committee is responsible for a number of matters relating to
the composition of the Board and its committees. The Nomination Committee
is also responsible for reviewing the structure of the Board, evaluating the
balance of skills, knowledge, experience and diversity of the Board and
advising the Board on any areas where further recruitment may be appropriate.
It also considers the succession planning of the Group for key executive
personnel at Board level and below and undertook a review of this area in the
year under review.
The terms of reference of the Committee, available on www.sage.com, require
the Committee to have regard to diversity in considering appointments to the
Board. In making its decisions it has regard to the diversity policy referred to
on page 44.
The Nomination Committee meets not less than once a year. Three meetings
of the Committee took place in the year under review at which all the members
of the Committee in ofce at the time were present other than on one occasion
when Ms Ingram was unable to attend.
In the year under review, the Committee dealt with a number of issues
including the appointment of a new Chairman, a number of senior executive
appointments and the retirement of an executive director from the Board. The
then Chairman took no part in the discussion at meetings of the Committee
relating to his successor. In identifying a potential new Chairman, the
Committee retained the services of an executive search consultant. That
consultant provided a list of potential candidates having regard to the policies
of the Group and the terms of reference of the Committee. A number of
candidates on that list met members of the Committee, who then determined
to approach the current Chairman. The current Chairman was independent
on his appointment to the Board. The Committee settled the terms of his
appointment which were recommended to the Board.
Internal control and risk management
The Board is responsible for the operation and effectiveness of the Group’s
system of internal controls and risk management. There is an ongoing process
for identifying, evaluating and managing the signicant risks faced by the
Group. This process is managed on a day-to-day basis by the Group Risk and
Assurance Director and has been in place for the year under review and up to
the date of approval of this report. It is regularly reviewed by the Board and
complies fully with the Turnbull guidance.
The internal control systems are designed to meet the Group’s particular
needs and the risks to which it is exposed and by their nature can only provide
reasonable but not absolute assurance against misstatement or loss. The
effectiveness of this process has been reviewed by the Audit Committee,
which reports its ndings to the Board.
The processes used by the Audit Committee to review the effectiveness of the
system of internal control include discussions with management on signicant
risk areas identied and the review of plans for, and results from, internal and
external audits.
The Audit Committee reports the results of its review of the risk assessment
process to the Board. The Board then draws its collective conclusion as to the
effectiveness of the system of internal control. The governance framework for
risk management and the key procedures, which the directors have
established with a view to providing effective internal control, are set out below.
Risk management processes and responsibilities
The processes to identify and manage the key risks to the success of the
Group are an integral part of the internal control environment.
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Principal risks
Country
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Audit
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Board
Overview
Performance
GovernanceFinancial statements
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The Sage Group plc | Annual Report & Accounts 2012