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Board succession and diversity

Succession

Planning

As in previous years, the Committee continued its work on planning for executive succession. The Committee reviewed the executives’ assessment of senior management’s capabilities and development needs to ensure that there is a sufficient pipeline for executive positions. The Committee is pleased to report that the succession plans for executives are appropriate.

The Company communicated its medium-term succession plan for Non-Executive Directors to investors on 20 September 2016. This plan provides for the retirement of Dr Ronald Goode in May 2018, as well as the transfer of his respective Committee responsibilities. The medium-term succession plan, which was implemented during 2016, allows for the gradual rotation of Independent Non-Executives and 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.

The medium-term plan allows for the orderly transition of Committee chairmanship roles, allowing time to ensure that all parties on the Board from management are prepared for the change.

In terms of the process for identifying candidates, the Committee has the necessary authority to advance the search process to the point when a shortlist of candidates or a candidate is proposed to the Board.

The Nomination and Governance Committee undertook a process to identify a candidate to join the Board as an additional Independent Non-Executive Director, which can be summarised as follows:

  • The Senior Independent Director, in consultation with the Chairman and Chief Executive 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 and Governance Committee
  • Following an assessment of the executive search market, Odgers Berndtson was appointed to identify candidates who met the role profile
  • An extensive list of candidates was identified by Odgers Berndtson and a shortlist was created through discussions with the Senior Independent Director and other committee members
  • The Senior Independent Director and other Committee members met the shortlisted candidates, discussed their impressions at the Nomination and Governance Committee and made recommendations
  • A second round of meetings was undertaken with the Chairman and Chief Executive and the Vice Chairman
  • Following a full induction process and Nina Henderson confirming her desire to join the Board, the Committee recommended the appointment of Nina Henderson to the Board

Odgers Berndtson, the search adviser, did not and does not have any further connection with the Company.

Diversity

Diversity policy

Hikma is committed to employing and engaging the best people, irrespective of background, gender, orientation, race, age or disability. Since its founding, Hikma continues to have excellent diversity in terms of culture, age, background, skills and experience.

Gender diversity

Hikma has a long history of a significant number of women holding executive management positions, a number of whom have worked for the Company for the majority of their careers (see pages 74 to 75 for the Executive Committee membership).

Hikma continues to promote gender diversity through the Women Entrepreneurs’ Day (WED), a United Nations event aimed at celebrating, empowering and supporting women in business worldwide. A number of senior Hikma women were speakers at a WED held in Jordan.

The Committee considered Board diversity at several stages through 2016 and appointed a second female Director during the year under review. The Committee considers that it would be appropriate to improve further gender diversity and will seek to do so as succession opportunities arise. The Committee only engages executive search firms who are signatories to the Voluntary Code of Conduct for Executive Search Firms on gender diversity and best practice.

Ethnic diversity

Hikma grew from a Jordanian, to a regional and then global company. Partly as a result of its heritage, Hikma has staff from all over the world at every level of seniority. Hikma has used the Parker Reviews’ definitions in order to provide the graphical detail in the ethnicity charts below.

At the Board

The Committee considered Board diversity at several stages through 2016 and appointed a second female director in 2016.

* Board diagram as at 31 March 2017.  Mr Michael Ashton stepped down from the Board on 19 May 2017.

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