NOMINATION COMMITTEE REPORT
2025/26 key achievements ■ Review of succession planning for the Board and senior Group roles ■ Extended the term of appointment for Clive Watson ■ Identified priorities for the coming year Key areas of focus in 2026/27 ■ Shareholder consultation relating to the extension of the term of Bruce Thompson ■ Review of talent and succession planning for key business management teams ■ Continuing focus on diversity across the Group ■ Continued evaluation of knowledge and skills Dear Shareholder, During the year, the Committee met twice, with all Committee members attending (other than where re-appointment related to a member who was conflicted) and participating in a separate evaluation process, which identified areas for improvement. The Committee’s recommendations were made after careful consideration of the independence, performance and ability to continue to contribute to the Board of the relevant people, in the light of the knowledge, skills, commitment and experience required. Composition The majority of the Committee members are independent Non-Executive Directors. During the year under review, the Committee was chaired by me, with Celia Baxter, Clive Watson, Rosalind Kainyah and Nick Jefferies as Committee members. The Committee specifically considered the size and composition of the Board in FY2025 and, given the size and nature of the Group, determined that it was appropriate at the time to maintain a Board of six Directors, comprising four Non-Executive Directors and two Executive Directors. During the year ended 31 March 2026 this was reconsidered by the Committee and it was agreed that this remained appropriate. Key responsibilities The Committee’s key duties are: ■ To review the structure, size and composition (including the skills, knowledge and experience) of the Board and to recommend changes where appropriate ■ To consider succession planning for the Directors and the right balance of skills, knowledge, experience and diversity on the Board ■ To identify and nominate candidates to fill Board vacancies, having previously prepared a description of the role and capabilities required for a particular appointment ■ To review the leadership needs of the organisation, both executive and non-executive
■ To make recommendations to the Board on the reappointment of any Non-Executive Director at the conclusion of their specified term of office and on appointments to the Audit and Risk, Remuneration and Sustainability Committees ■ To review, as part of the annual assessment exercise, the time commitment of the Non-Executive Directors to the role and to their external appointments. Appointment of Directors The Committee’s principal role is to make recommendations to the Board on suitable candidates to fill Board vacancies as and when they arise, or when other changes or appointments may be desirable. In managing this process, the Committee takes into account the Board’s existing balance of skills, knowledge and experience and has due regard for diversity. Unless the appointment is as an Executive Director, for which a suitable candidate is available from within the Group, the Committee will create a shortlist of suitable candidates for final selection by the Committee. References from appropriate third parties will then be taken on the prospective Director. Candidates meet all members of the Committee, which then makes recommendations to the Board. Adopted practice is for all members of the Board to meet with the relevant candidate before an appointment is made. Diversity The Board is committed to a culture which attracts and retains talented people and to ensure that a proper process exists for succession planning for the Board and senior management. The Company’s Board Diversity Policy can be found on the Company’s website www.discoverIEplc.com. Please see page 56 of this report for a summary of the Group’s current gender diversity and page 100 of the Corporate Governance Report for the current Board composition. Succession planning As part of the Committee’s succession planning, the tenure of the Chairman was considered. I did not take part in the Committee’s consideration of this matter, which was led by Celia Baxter as Senior Independent Director. I joined the Board in February 2018 and will reach nine years’ service in February 2027, at which point I will have served just over four years as Chairman. Following consultation with key Shareholders in April 2026, the Committee agreed to extend my tenure as Chairman until conclusion of the Annual General Meeting in 2030, subject to annual re- election by shareholders at each Annual General Meeting and ongoing review by the Committee. In reaching this decision, the Committee considered the importance of continuity and effective succession planning at Board level, including the timing of anticipated changes to other non executive Board leadership roles, and the relevance of my experience in leading and growing decentralised international businesses similar to
discoverIE. In light of the supportive responses received from Shareholders during the consultation, the Committee concluded that a time-limited extension would best support the next stage of the Group’s growth and transition. Terms of reference
The Committee’s terms of reference are available upon request and are on the Company’s website: www.discoverIEplc.com
Bruce Thompson Chair of the Nomination Committee
Bruce Thompson Chairman of the Nomination Committee 2 June 2026
Focus on talent and succession ■ The Committee oversees and reviews the output from regular reviews of the Group’s key roles and talent carried out by the Group Management Committee. ■ A comprehensive review was conducted in FY2025, with the process covering over 100 people from across the Group’s senior management teams. In the year ended 31 March 2026, the Committee conducted a review of the Board and of the most senior leaders in the Group. The Committee considers it crucial to maintain a regular programme of such reviews. ■ Reviews such as these help ensure that long- term and emergency succession plans are in place for all senior/key roles. It also considers the personal aspirations and opportunities for the people in those roles, as well as both cultural alignment and diversity across the wider Group. ■ Both the review conducted in FY2025, and the more recent review, confirmed the Committee’s belief in the strength and talent of the Group’s management teams and wider employee population.
Members
Member since
Bruce Thompson (Chairman)
2018 2023 2009 2022 2021
Celia Baxter Nick Jefferies
Rosalind Kainyah
Clive Watson
The Group Company Secretary acts as Secretary to the Committee.
Recent reviews continue to confirm the Committee’s belief in the strength and talent of the Group’s management teams and wider employee population.”
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discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
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