Reigniting growth - Annual Report and Accounts 2024

Strategic Report

Governance Report

Financial Statements

Other Information

Nomination Committee report

Role and responsibilities

Main activities during the year

As Chair of the Nomination Committee since my appointment on 27 November 2023, I am pleased to present the Committee’s report for the year ended 30 June 2024. The Nomination Committee is responsible for reviewing the composition of the Board and the Board Committees to ensure they are suitably constituted, with an appropriate balance of skills, experience, knowledge and diversity. This includes conducting the annual Board effectiveness review. The Committee also recommends Board and Board Committee appointments and monitors succession planning at the Group’s leadership levels to ensure the Group’s continued ability to implement its strategy and operate effectively. The Committee is also responsible for reviewing and recommending to the Board any material changes to the structure, size and composition of the Group’s regulated subsidiary company boards. The full responsibilities of the Committee are set out in the Committee’s Terms of Reference, which are reviewed annually and are available on the Group’s website. Composition and meetings The Committee comprises Maarten Slendebroek (Chair), John Linwood, Dagmar Kershaw, Robert Burgess and James Rawlingson. Only members of the Committee may vote on Committee business, but other members of the Board and the General Counsel and Chief People Officer may attend all, or part, of a meeting by invitation. The attendance of each Committee member during the year is shown on page 68.

The Nomination Committee has overseen a number of Board changes during the last year. Last year’s Nomination Committee report details the search for a new Chief Financial Officer, which resulted in the appointment of Andrea Montague with effect from 1 August 2023. In February 2023 we announced that our Chairman, Alan Carruthers, was leaving the Board due to ill health. Richard Price, the Company’s Senior Independent Director, assumed the role of Acting Chair until such time as a permanent Chair could be recruited and Robert Burgess took on the role of Senior Independent Director in Richard’s place. Robert also led the search for the new permanent Chair and details of that process accompany this report on page 77. Following the receipt of regulatory approval for Maarten Slendebroek’s appointment as Chair and, having completed a nine-year term as a Non-Executive Director, Richard Price stepped down as a Director of the Company in March of this year. In addition to having been Senior Independent Director and taking on the role of Acting Chair, Richard also chaired the Company’s Audit Committee until May 2023, and the Committee would like to place on record its thanks to Richard for his contribution during his time with the Company. We then saw the announcement in June 2024 of the retirement of Andrew Shepherd, our CEO, after 22 years of service with the Company, including holding the role of CEO for the last three years. Andrew has been pivotal in shaping the Group over this period, leaving behind a stronger business.

The Committee is embracing this time of change with a forward-thinking mindset to ensure we remain responsive to the needs of our clients and organisation and are able to drive our strategic vision forward.” Maarten Slendebroek Nomination Committee Chair

Brooks Macdonald Group plc Annual Report and Accounts 2024

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