Board succession and diversity
As in previous years, the Committee continued its work on planning for executive and non-executive succession. The Committee reviewed and updated its medium-term succession plan which allows for the gradual rotation of independent non-executives, to allow for a full induction and the transfer of knowledge and relationships. Independent Non-Executive Directors are normally expected to serve for up to nine years. They may be invited to serve for longer, but additional service beyond nine years is subject to particularly rigorous review and the Committee has resolved that no Independent Non-Executive Director would serve in excess of 12 years. Additionally, the medium-term plan allows for the orderly transition of Committee chairmanship roles, allowing time to ensure parties on the Board and within management are best placed for the change. The Committee will implement the changes necessary to ensure that the plan is met over a two to four year timeframe and will keep shareholders updated as decisions are made. In terms of the process for identifying candidates, the Committee has the necessary authority to advance the search process to the extent that a shortlist of candidates or a candidate is proposed to the Board.
The Board decided to look further ahead in relation to independent non-executive succession, and asked the Nomination Committee to undertake the process to identify a candidate to join the Board as an additional Independent Non-Executive Director. At the request of the Chairman, the Committee undertook a thorough recruitment process, which can be summarised as follows:
- The Senior Independent Director, in consultation with the Board Chairman and with the assistance of the Company Secretary, established a role and experience profile for the position of Non-Executive Director
- A draft profile and the key characteristics and experience required were discussed by the Nomination Committee
- Following an assessment of the executive search market, Spencer Stuart was appointed to identify candidates who met the role profile
- An extensive list of candidates was identified by Spencer Stuart and a shortlist was created through discussions with the Senior Independent Director
- The Senior Independent Director and another Committee member met the shortlisted candidates, the results of which were discussed by the Nomination Committee and recommendations made
- A second round of meetings was undertaken with the Chairman and Chief Executive and the Vice-Chairman
- Following a full induction process and John Castellani confirming his desire to join the Board, the Committee recommended the appointment of John Castellani to the Board
The appointment of John Castellani followed the established and tested Hikma process, which is summarised above. Spencer Stuart, the search adviser, did not and does not have any further connection with the Company.
Hikma is committed to employing and engaging the best people, irrespective of background, gender, orientation, race, age or disability. Hikma has always operated a discrimination-free working environment and is committed to gender diversity at all levels and in all areas of its business. We consider that our diversity continues to be demonstrated by the broad range of people in our organisation. Hikma has a long history of a significant number of women being present in executive management positions, a number of whom have worked for the Company for the majority of their careers (see the Leadership Section for the Executive Committee membership). This is illustrated in the charts accompanying this page.
The Chief Executive’s letter to staff for 2015 stated that one of the two strategic priorities is the “Advancement of women across the Group”. The letter stated that “Supporting women to achieve their professional goals is an integral part of the Hikma culture. Women at Hikma have leveraged their broad capabilities and strong leadership skills to help drive Hikma’s growth. Together we must take the right steps to ensure that women at Hikma have even more input into current and future projects and encourage them to take on more responsibilities.”
At the Board
The Committee considered Board diversity at several stages through 2015 and appointed a second female director in 2016. Since the listing of Hikma the Board has excellent diversity in terms of culture, age, background, skills and experience.