01 02 Governance 03 04 Nomination Committee Report Ingeborg Oie Chairman of the Nomination Committee Chairman’s Overview is pivotal to the effective delivery of our strategy. The more diverse I am pleased to present the Nomination Committee Report for 2018. we are as a Company, the more we have access to both a greater range of talent and to greater insight into the requirements of all of We were delighted to confirm, following a rigorous assessment our patients and other stakeholders. We were very pleased to receive process, the appointment of Bill Huyett as Chairman of the Board a report this year from management on the number of initiatives in September 2018. The Committee carefully considered succession being undertaken across the Group to support diversity, and this arrangements for the post of Chairman, given views from our will continue to be an important area of focus for us in 2019. shareholders on the Board’s independence and the importance of the Chairman being independent. We have also dedicated time to considering our organisational culture, the competitive advantage that a robust and healthy culture can Since his appointment to the Board in 2017, Bill has brought to bear bring to the Group, and the ways in which our values are promoted his deep and broad knowledge of healthcare systems and draws throughout the organisation. We report elsewhere in this report on upon years of experience in corporate strategy and finance. Over some of the measures we have employed to assess our culture, and this period, Bill has emerged as a natural successor to Irakli Gilauri we will continue to monitor this carefully over the next 12 months. as Chairman of the Board, and the Committee is very confident that Bill will continue to make a great contribution to the Group, building Lintstock, an external evaluator, performed a detailed review of the substantial value for shareholders. effectiveness of the Nomination Committee (referred to below) as well as the Board and other Committees, and this is discussed on page 88. I would like to thank Irakli Gilauri for the service that he has provided both to the Board and to the Group during his tenure as Chairman, I am confident that the Company has dedicated, and continues and we are very pleased that the Board will continue to benefit from to dedicate, significant time and energy toward ensuring that our his contributions as a Director. Executive and Non-Executive appointment processes are effective and appropriate for the Company. The Nomination Committee has this year given a renewed focus on Board and senior management succession planning. I reported in I invite you to read more about our work in the following report. last year’s report that the Committee facilitated a skills assessment exercise, assessing the current skills amongst our Board against those skills required at Board level to support us to meet both our current and future strategic priorities. This has been an extremely useful Ingeborg Oie exercise for all of us on the Board and has formed the foundation Chairman of the Nomination Committee of our most recent succession planning discussions. 2 April 2019 The exercise identified digital health and technology, as one of the most important areas of expertise for the Board to strengthen in order Composition of the Nomination Committee to meet the future strategic needs of the Group. To that end, we were and meetings delighted to confirm the appointment of Fabian Blank to the Board in The majority of the members of our Nomination Committee are September 2018. We are confident that his wealth of knowledge and Independent Non-Executive Directors. The biographies of the members experience in digital health will be a valuable addition to the current of the Nomination Committee are set out on pages 72 and 73. skills mix within the Board. The composition of the Nomination Committee and the members’ I also want to note the contributions to the Group made during the year meeting attendance in 2018 is set out in the Board and Committee by Dr Caroline Brown, both as a member of the Audit Committee and meeting attendance section on page 68. as an adviser to the Board. Dr Brown stepped down from the role on 31 December 2018 to focus on her other non-executive appointments. Meetings are attended by the CEO and, from time to time, other members of management may be invited to attend meetings in order In 2018, we maintained gender diversity as a key focus for Board to provide a fuller picture and deeper level of insight into key issues succession planning and continue to apply the Company-wide and developments. In addition, non-Committee Board members are Diversity Policy. The Board also approved a strengthened version also invited to attend. of the Board Diversity Policy, details of which are set out below. The Committee is of the view that diversity at all levels of the Group 85