01 02 Governance 03 04 Board recruitment and appointment process Director appointment process The Board has formal, thorough and transparent procedures in place for Board recruitment and appointment. As mentioned above, the Company’s goal is to ensure that the Board is well balanced and appropriate for the needs of the business. The Nomination Committee has regard to the Board’s balance of skills, knowledge, experience and diversity, including gender. How do we identify candidates? As we detail in the succession planning section above, the Committee frequently considers a skills matrix for the Board, which identifies the core competencies, skills, diversity and experience required for the Board to deliver its strategic goals. The Committee reviews the skills matrix when considering a potential new appointment to the Board, as well as reviewing the current and expected Board and Board Committee composition. Any gaps in the Board’s needs, identified either as part of a current Director’s retirement, on in view of the changing strategic priorities, are used to inform the search for a new Director or Directors and the specific skills that are required will be identified, for example, an individual with international experience, or recent history serving on a particular board committee. In identifying suitable candidates, we typically seek recommendations from trusted advisors but may also use open advertising or external search services to facilitate the recruitment. We carefully assess each candidate against our objectives and Board Diversity Policy, and take care that appointees have enough time available to devote to the position. The Committee is cognisant of Board diversity targets, including those recommended from the Davies Review and Hampton-Alexander Review. The Committee continues to consider both the most effective means of promoting diversity in all forms when considering Board appointments, and whether it is appropriate for the Group to adopt diversity targets. What is the appointment process employed? Shortlisted candidates are generally seen first by the Chairman, the Chairman of the Nomination Committee, the Senior Independent Non-Executive Director and the CEO. If the selection process progresses further, each potential candidate is invited to meet other members of the Nomination Committee as well as members of management. We then decide whether to recommend to the Board that the candidate be appointed first as an advisor to the Board and relevant Committees. It is our usual practice to appoint a Board candidate as an advisor prior to offering an appointment to the Board. This serves as an extended assessment of the candidate, who is paid the equivalent of a Director’s fee and whose remit is restricted to Board and Committee matters. After a candidate has served as an advisor, the Nomination Committee will agree whether to recommend that the candidate be appointed to the Board. The Board will ultimately resolve whether to make the suggested appointment. Director induction Each Director, upon appointment, receives a tailored induction to the Company and its various businesses over the first six months of appointment, with the purpose of building: • an understanding of the nature of the Company, its business and its markets; • a link with the Company’s people; and • an understanding of the Company’s market place and main relationships. In 2018, a full induction programme was prepared for Mr Blank, including: • meetings with the Chief Executive Officer and members of senior management to understand the Company and business priorities; • visits to a number of EVEX facilities to meet with a range of clinical staff and patients; and • an explanation of the requirements placed upon Directors by UK law and by UK Listing Rules delivered by the Company Secretary. Corporate culture The Committee has also considered the ways in which organisational culture is developed and monitored. We report elsewhere on a number of metrics that are a good indication for the culture of the Group; reporting on such metrics will continue to evolve over 2019. We have also taken time to ensure that senior management take active steps to promote the Group’s culture and values, the training and development initiatives across the Group to promote culture and the ways in which culture is embedded in our recruitment practices. Starting in 2018, the Committee has played a leading role in exploring new and innovative opportunities for Directors to engage with, and actively shape, our corporate culture. Greater engagement between those below senior management level and the Board also serves to support employees’ development. Dr Anderson has been appointed as the designated Non Executive Director for engagement with the workforce and will be supporting a calendar of activities starting from 2019. We look forward to carrying out the following projects together with the Board: • site visits to our hospitals, polyclinics and pharmacies; meeting with managers and employees; • hosting talent breakfasts; • engaging Board members in Leadership Talks; • mentoring and coaching our C-level executives, thereby; creating the culture and where a manager is also a coach; • inviting middle managers to the Board meetings, and • Organising “Meet the Board” events for employees. 87