"The Committee is focused on ensuring that the Board and Executive Management Team have the requisite level of diverse skills, knowledge and experience to deliver the long-term success of the Company.”
I am pleased to present the Nomination Committee Report for the 52 weeks ended 27 June 2021. This report has been prepared in accordance with the requirements of the UK Corporate Governance Code 2018 (the “Code”).
During 2021, the Committee maintained its focus on the careful succession planning of the Board and Executive Management Team to ensure that they remain effective in driving forward the strategy of the Company.
On 1 June 2021, we welcomed Richard Akers to the Board as Chair-Designate and independent Non-Executive Director. Richard also joined as a Member of this Committee and the Remuneration Committee on the same date. We are delighted that Richard Akers has joined us as he brings with him a wealth of experience that has further enhanced the knowledge and skills of the Board as a whole.
On 6 November 2020, Vanda Murray stepped down from the Board as Non-Executive Director as a result of other work commitments.
Following the results announcement on 15 September 2021, John Tutte will also step down from the Board after nearly twenty years with Redrow as Regional Chairman, Group Chief Executive and latterly as both Executive and Non-Executive Chairman. On behalf of the Board, I would like to thank John Tutte for his outstanding commitment and dedication to Redrow. We wish him all the very best for the future.
Committee Membership and Meetings
There are four Members of the Committee, each of whom is an independent Non-Executive Director, with myself, the Senior Independent Director, as Chairman of the Committee. The other Members of the Committee during the 2021 financial year were Sir Michael Lyons, Nicky Dulieu, Richard Akers and Vanda Murray. The Company Secretary acts as Secretary to the Committee.
As stated in my introduction above, Richard Akers joined as a Member of the Board and the Committee on 1 June 2021 and Vanda Murray stepped down as a Member of the Committee on 6 November 2020 when she retired from the Board.
The biographies of the Members of the Committee can be found at pages 92 to 93.
The Committee met formally twice during the 52 weeks ended 27 June 2021, with additional informal meetings being held to aid the recruitment process of Richard Akers as further outlined on page 119. For all meetings, and where otherwise necessary, papers were circulated sufficiently in advance to allow proper consideration of all matters for discussion. Details of the meeting attendance can be seen in the table below.
Table of Attendance
|Name||Role||Attendance at Meetings|
|Sir Michael Lyons*||Member||
1 Vanda Murray stepped down from the Board on 6 November 2020 and there were no formal meetings held between the beginning of the 2021 financial year and her retirement date.
2 Richard Akers was appointed as a Member of the Committee on 1 June 2021 and attended the meeting held between his appointment date and the end of the 2021 financial year.
* Member considered to be independent. Throughout the 2021 financial year the Committee was made up of 100% independent Members.
Responsibilities and Terms of Reference
The key responsibilities of the Committee are:
- reviewing the structure, size and composition of the Board (including skills, knowledge and experience) and making recommendations for further recruitment to the Board or proposing changes to the existing Board;
- reviewing the leadership needs of the Company, both executive and non-executive, ensuring appropriate succession planning for Directors and other senior executives within the business;
- leading the process for Board appointments, ensuring they are conducted on merit and against objective criteria and taking into consideration that diversity is an important factor forming part of the selection criteria used to assess candidates to achieve a balance on the Board;
- making recommendations to the Board, including on appointment of Executive Directors and Non-Executive Directors to the Board, the re-appointment of Directors, the re-election of Directors at the Annual General Meeting and the membership of the Audit, Nomination, Remuneration and Placemaking and Sustainability Committees;
- ensuring that a formal, structured and tailored induction programme is undertaken by any newly appointed member of the Board;
- ensuring that a formal annual evaluation of the Board and its Committees is conducted and that such an evaluation be externally facilitated when deemed necessary and at least every three years;
- reviewing annually the time required from the Non-Executive Directors, as well as considering the external commitments of all members of the Board and assessing whether there are any issues with overboarding;
- assessing the independence of the Non-Executive Directors which the Company deem to be independent taking into consideration the circumstances outlined in Provision 10 of the Code;
- satisfying itself with regard to succession planning for the Board and the Executive Management Team, taking into account the following:
- challenges and opportunities facing the Company;
- future skills and expertise needed on the Board, including development and training; and
- the need to support the development of a diverse pipeline.
- ensuring suitable candidates for the Board are identified through an appropriate recruitment process, giving due regard to the benefits of diversity, including gender and ethnicity, and recommending their appointment; and
- reviewing the Equality, Diversity and Inclusion Policy and ensuring there is sufficient linkage to the Company’s strategy.
Main Activities During the Year
During the 2021 financial year, the Committee undertook the following activities:
- a review of the structure, size and composition of the Board;
- a review of executive and non-executive succession;
- a review of the independence of the Non-Executive Directors, excluding the outgoing Non-Executive Chairman who the Board does not consider to be independent;
- a review of the succession plans of the Executive Management Team;
- an assessment of the Board composition and diversity;
- a recruitment process for a new Non-Executive Chairman to start initially as an additional independent Non-Executive Director, to also act as Chair-Designate until assuming the Non-Executive Chairman role following the retirement of John Tutte, resulting in the appointment of Richard Akers;
- an evaluation of the Board, its Committees and the Executive and Non-Executive Directors;
- a review and recommendation that all of the Directors, save for John Tutte who will be retiring from the Board on 15 September 2021, stand for re-election at the conclusion of the 2021 Annual General Meeting in accordance with the Code;
- a discussion regarding my tenure as Non-Executive Director, acknowledging that I will have completed a nine year term in December 2021, and the need to appoint a new independent Non-Executive Director and to fill the positions I currently hold as Senior Independent Director and Chair of the Audit Committee in readiness for my retirement from the Board before the 2022 Annual General Meeting;
- consideration of the engagement of an external recruitment agency to commence the search for a new independent Non-Executive Director to replace me; and
- a review of the Committee’s Terms of Reference.
Where appropriate, the Directors were not present and did not vote when any individual proposals were discussed.
Matthew Pratt, previously Chief Operating Officer, was promoted to Group Chief Executive on 1 July 2020. Having joined the Board on 1 April 2019 as Chief Operating Officer, the Committee recommended the promotion of Matthew Pratt to Group Chief Executive. The Committee remains satisfied that his capabilities, experience and strategic focus allow him to effectively lead the operational management of the Group and implement strategic plans with the assistance of the Executive Management Team.
Having joined the company in 2003 as a Chief Quantity Surveyor and then becoming a Regional Chief Executive in 2013, Matthew Pratt is a prime example of how the Company develops and nurtures talent in line with the strategic theme of Valuing People, resulting in the ability for employees to make their way up to the Board.
Barbara Richmond, Group Finance Director, joined the Board from an external post in January 2010 and continues to demonstrate a high level of competence in her role, displaying effectiveness in overseeing the financial management of the Group and maintaining effective communications with shareholders.
During the year, a succession planning project was undertaken and overseen by the Committee and key individuals were identified within the business as having potential to progress to the Board and/or Executive Management Team. The succession plan was subsequently approved by the Board and will be reviewed on an ongoing basis and approved at least every six months. A development plan was put together to ensure that those identified individuals are provided with the resources deemed necessary or desirable to allow them to achieve their full potential within the business.
John Tutte was appointed as Executive Chairman, replacing Steve Morgan, on 1 April 2019. As part of the transition to a more conventional board structure, and following the AGM held on 6 November 2020, John stepped back to a Non-Executive Chairman role and informed the Board of his intention to retire ahead of the 2021 AGM. On 12 May 2021, it was announced that Richard Akers would join the Board as Chair-Designate and independent Non-Executive Director on 1 June 2021 and would assume the role of Non-Executive Chairman following the retirement of John Tutte on 15 September 2021. Richard Akers has been working closely with John Tutte during a handover period to ensure a smooth transition to the new Non-Executive Chairmanship.
Richard Akers has brought to the Board strong industry and commercial experience which he has gained over a long career and also through his various non-executive roles which will be of great benefit to the Board.
Following his appointment, Richard Akers undertook a tailored induction programme, which introduced him to the Company and senior management and allowed him to understand the business further in order for him to be able to properly discharge his duties.
Having initially engaged Inzito Partnership, an organization having no connection to the Company or the individual directors of the Company, to assist with the recruitment of a replacement Non-Executive Chairman, the Committee took the decision in November 2020 to revisit the brief for the role and subsequently approved the engagement of Russell Reynolds Associates as external recruitment consultants for this search. Other than its engagement for this appointment and that of Nicky Dulieu in 2019, Russell Reynolds Associates has no connection to the Company or the individual directors of the Company.
Recruitment Process of Richard Akers
The Committee developed a role specification and list of characteristics deemed essential for the replacement Non-Executive Chairman, the brief.
A tender process commenced for the provision of external recruitment services for the search of an independent Non-Executive Chairman.
Following a final review of the brief, Russell Reynolds Associates were engaged as the external recruitment consultants.
Following consultation with each Board member, the recruitment consultants prepared a long list of candidates. Once reviewed, the Committee developed a shortlist of potential candidates.
Virtual interviews were held by the Committee with each of the shortlisted candidates and the Committee agreed on the final two candidates.
The final two candidates individually spent the day with the Group Chief Executive visiting Redrow sites.
The Committee held additional face-to-face meetings with both candidates.
The Committee sought references for the final two candidates and held virtual meetings with referees for both.
The Committee held a debrief following the conclusion of all of the interviews, site visits and referee meetings and made a recommendation to the Board that Richard Akers be appointed.
The Board accepted the recommendation of the Committee and approved the appointment, following which an announcement was made to investors.
The Board considers that succession planning of the Board and its Committees is extremely important and believes that it currently has a good balance and diversity among its Non-Executive Directors, with each of them having relevant skills derived from serving in a range of executive and non-executive positions over many years.
During the year, the Committee carried out an exercise to determine any gaps in experience or balance on the Board. As part of this exercise, the Committee assessed the independence of the current Non-Executive Directors, excluding the current Non-Executive Chairman who the Board does not consider to be independent, taking into consideration the circumstances likely to impair independence outlined in Provision 10 of the Code. The Committee acknowledged that I will have served a nine year term as a Non-Executive Director by December 2021 and it is therefore necessary to arrange for a new independent Non-Executive Director to be appointed in my place.
Further details of this process will be outlined in next year’s Annual Report and as soon as the appointment has been approved, the Company will release an announcement to investors containing details of the appointment.
Annual Re-Election of the Directors
The Committee believes that presently the balance of Non-Executive and Executive Directors is effective and contains the appropriate mix of skills and experience for the Board to continue to operate successfully. The current composition is compliant with Provision 11 of the Code as the ratio of independent Non-Executive Directors to Executive Directors, excluding the Chairman, is 4:2 (67%). Following the change of Non-Executive Chairman, resulting in John Tutte stepping down from the Board and Richard Akers taking over the Non-Executive Chairman role, the Board composition will remain compliant with this provision, with the ratio of independent Non-Executive Directors to Executive Directors, excluding the Chairman, being 3:2 (60%).
The Committee has also assessed the time commitment of all Directors to ensure that any other commitments do not compromise their ability to commit sufficient time to the Company to properly discharge their responsibilities. The Committee does not consider that any of its Directors are overboarded and is satisfied that sufficient time and energy is devoted to the Company by each Director.
Following an assessment comprising the following factors, the Committee has satisfied itself that all Directors continue to perform satisfactorily and are important to the Company’s long-term sustainable success:
- the effectiveness of the Directors as part of the annual evaluation, including in relation to their fulfilment of their duty under section 127 of the Act;
- the skills, knowledge and experience of the Directors, taking into consideration the requirements of the Company, including the individual contributions as follows:
- John Tutte has over 40 years’ experience within the industry and contributes key industrial and strategic knowledge to the Board;
- Matthew Pratt has 24 years’ experience within the industry and contributes key operational knowledge to the Board;
- Barbara Richmond has a strong manufacturing and retail background and contributes key financial knowledge to the Board, having over 25 years’ experience;
- I contribute strong commercial, financial and operational knowledge to the Board;
- Sir Michael Lyons contributes strong property, placemaking and sustainability knowledge to the Board;
- Nicky Dulieu contributes extensive retailing, customer service and remuneration experience to the Board; and
- Richard Akers has a strong background in property and land acquisition and contributes extensive industry experience to the Board.
- the time dedicated by the Directors to the Company in order to properly discharge their responsibilities; and
- the fulfilment of the independence criteria, as outlined in Provision 10 of the Code, for the independent Non-Executive Directors.
As such, the Committee has recommended that the Board propose the re-election of all Directors at the 2021 AGM, save for John Tutte who will be retiring from the Board following the full year results presentation on 15 September 2021.
The principle of boardroom diversity is strongly supported and recognised by the Board and has clear linkages to the Company’s strategy, with Valuing People being one of the Company’s three strategic themes. It is the Board’s policy that appointments to the Board will always be based on merit, so that the Board has the right individuals in place, and the Board recognises that diversity is an important consideration forming part of the selection criteria used to assess candidates to achieve a balance on the Board. The Board currently has not imposed a diversity quota but will keep this under review and consider putting this in place should it feel that it is in the best interests of the Company to do so.
The Group HR Director attends the monthly Executive Management Team meetings and provides a monthly HR report, which provides key statistics on Group employees as well as providing updates on employee engagement and recruitment. She reports to the Nomination Committee at least twice a year to provide an update on progress. During the year, the Company developed a new Equality, Diversity and Inclusion Policy which was reviewed and approved by the Committee. Further details of the new policy can be seen on page 159 of the Directors’ Report.
The Committee continues to note the target of 33% female representation on boards outlined in the Hampton-Alexander review. The current female representation on the Board is 29% (ratio of 2:5). Once John Tutte retires from the Board on 15 September 2021, the female representation on the Board will be 33% (ratio of 2:4), thereby falling in line within the aforementioned target.
The Board believes in the benefits of cognitive diversity, from a wide range of complementary skills. The Committee will continue to aspire to maintain a diverse Board with recruitment and selection of talented individuals with a broad range of appropriate skills, irrespective of gender or otherwise.
In line with Provision 23 of the Code, the table below sets out the current position of the Company on a gender basis:
|Main Board||2 (29%)||5 (71%)|
|Executive Management Team||2 (25%)||6 (75%)|
|Direct reports to Executive Management Team||9 (27%)||
|Redrow employees at June 2021||
The Committee continues to monitor and review reports and recommendations relating to the composition of boards and diversity, including the Parker Review and the McGregor-Smith Review on ethnic diversity. The Group HR Director regularly reports to the Committee on the diversity of the workforce, the breakdown of which now includes employee representation figures of Black, Asian and Minority Ethnic ("BAME") at an all employee level and directorate level. Improving the diversity of our workforce is a key focus at present, both at entry level and for progression.
The Committee believes that all levels of the business should reflect a diverse workforce and that appointments to the Board will always be based on merit. The Board strictly prohibits any bias towards any particular ethnicity, creed, religious belief or otherwise.
As a national housebuilder, the Company is present in many different communities and the Board believes that the Group’s workforce should be reflective of the communities we work in and the customers we create homes for, including in respect of ethnicity.
The Committee notes the Parker Review target of one person of colour on the Board by 2024 for FTSE 250 companies and acknowledges that at present, the Board comprises 7 Directors which are not from a minority ethnic group. Given the value placed on diversity by the Company and its focus on progressing the Equality, Diversity and Inclusion agenda, the Committee will ensure that the appropriate weight is placed on ethnic diversity as part of the selection process when recruiting future Directors.
Further details of the steps taken by the Company to increase diversity and raise awareness of the importance of an inclusive workforce can be found on page 159.
During the year, a formal internal evaluation of the Committee was carried out to build upon the progress made by the 2019 evaluation which was externally facilitated by Independent Audit, as well as the formal internal evaluation undertaken last year. In line with Provision 21 of the Code, the Board will be engaging an external evaluator to facilitate the evaluation of the Committee in 2022.
After reviewing the 2020 self-evaluation report, a questionnaire was created and tailored, taking into consideration comments made in the previous year's assessment as well as the current market. The Members of the Committee, as well as those people who regularly attend the Committee meetings by invitation, were invited to participate in the evaluation.
Following completion of the questionnaire, an anonymised effectiveness report was compiled and presented to the Members of the Committee. The findings of the evaluation were discussed and the Committee was found to be effective, concluding that it had fulfilled its remit and had in place appropriate Terms of Reference.
The evaluation highlighted that the Committee was particularly strong in establishing a Board which covers a broad and relevant skill set and has made good progress in establishing clear succession plans for the Executive Management Team. Having further discussions around the broader diversity challenge with a particular focus on the Company’s diversity goals will remain a priority for the coming year.
Chairman of the Nomination Committee
14 September 2021