Nomination and Governance Committee

The Nomination and Governance Committee comprises the following members:

Roles and responsibilities

The role of the Nomination and Governance Committee includes:

  • Evaluating the balance of skills, knowledge, experience, diversity and independence on the Board;
  • Leading the process for Board appointments and ensuring plans are in place for orderly succession to both Board and senior management positions;
  • Overseeing the development of a diverse pipeline for succession;
  • Working with the Board to address any performance evaluation outcomes linked to Board composition and succession planning;
  • Reviewing and approving changes to the Board’s corporate governance practices and policies and monitor compliance with applicable governance related legal, regulatory and listing requirements;
  • Advising the Board periodically with respect to significant developments in the law and practice of corporate governance;  and
  • Reviewing any material information of the Company made public or made available to any public body by the Company relating to corporate governance.

The Nomination and Governance Committee met three times in 2021. Following her appointment as Chair of the Company, Nicoletta Giadrossi was appointed Chair of the committee with effect from 1 January 2021. As such, the current members of the committee include the new Chair and two of the Company’s independent Non-Executive Directors. In addition, to ensure continuing executive input on nomination matters, the Chief Executive is also a member of the committee. With effect from 3 March 2022, Cathy Krajicek joined the membership of the Nomination and Governance Committee in addition to those members who sat in 2021.

From 3 March this year, the Nomination and Governance Committee has expanded its remit to include corporate governance in a broader sense. Whilst corporate governance is a key consideration at all times for the Board, including corporate governance within the committee’s responsibilities demonstrates the commitment of Capricorn to good governance.

Following the decision to expand its remit, from March 2022, the Nomination and Governance Committee’s role also includes:

  • monitoring the operation of the UK Corporate Governance Code and its implementation and compliance by the Company;
  • reviewing developments in corporate governance and advising the Board with respect to developments in the law and practice of corporate governance; and
  • reviewing and approving changes to the Board’s corporate governance practices and policies.

Download the nomination and governance committee's terms of reference PDF


Key contact

Anne McSherry,
Company Secretary
T: +44 131 475 3000