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## Nomination and Corporate Governance Committee 

## Chairman’s overview 

The Nomination and Corporate Governance Committee consists of four non-executive Directors, all of whom are considered by the Board to be independent. Our primary responsibilities are to assist the Board in relation to the composition of the Board and its Committees, ensuring phased renewal and refreshment and overseeing succession planning for the Board and for senior management. To facilitate the search for suitable candidates to serve as non-executive Directors, the Committee uses the services of independent consultants. When prospective candidates have been identified, each member of the Committee meets with them. In addition, we keep corporate governance developments under review and make recommendations to the Board when action is required. We consult the Chief Executive on issues considered by the Committee and he is invited to attend meetings of the Committee, when appropriate. 

Further details regarding the operation of the Committee are set out in the Role and Responsibilities  section on page 50. 

In the past 12 months, we have allocated our time broadly as set out in the panel opposite. 

As reported in the 2011 Corporate Governance Report, the Committee recommended to the Board that Heather Ann McSharry be appointed as a non-executive Director in February 2012 and the Committee led the process which resulted in my appointment as Chairman in May 2012. 

During the remainder of 2012 and in the year to date, we have continued to work with various recruitment agencies in relation to the ongoing process of Board renewal and refreshment. 

Bill Egan and Jan Maarten de Jong were appointed to the Board in 2007 and 2004 respectively. Following a comprehensive performance review, on the recommendation of the Committee, the Board has asked Bill to continue on the Board for a third three year term and Jan Maarten has been asked to serve a further period of one year, with the position to be reviewed in 2014. 

Jan Maarten de Jong joined the  Audit Committee in 2004 and has acted as its Chairman since 2007. 

