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Nomination Committee Report

Responsibilities and role of the Nomination Committee

The principal role of the Committee is to assist the Board with succession planning and with the selection process for the appointment of new Directors, both Executive and Non-executive, including the Chairman. This involves:

  • evaluating the balance and skills, knowledge and experience on the Board and identifying the capabilities required for a particular appointment;
  • overseeing the search process; and
  • arranging for all members of the Board to meet any preferred candidate before any formal recommendation to the Board.

The full Terms of Reference of the Committee are available on our website at www.aggreko.com/investors/corporategovernance

Membership of the Committee

The members of the Committee throughout the year were as follows:

Philip Rogerson  Chairman

David Hamill

 

Ken Hanna


Russell King

 

Robert MacLeod

 
Rupert Soames


The majority of the members of the Committee are independent Non-executive Directors. Peter Kennerley is Secretary to the Committee and Siegfried Putzer, Group Human Resources Director, also attends meetings of the Committee by invitation. Members of the Committee are not present when their own appointments are being discussed.

We held four meetings during 2011.

Main activities of the Committee during the year

The main activities of the Committee were as follows:

The first concerned the Chairmanship of the Company. My previous three year term of appointment as Chairman expired in April 2011, and the Committee recommended to the Board that I should continue for a further year until the 2012 Annual General Meeting, to be succeeded by Ken Hanna. These proposals were announced at the 2011 AGM.

Secondly, we continued to focus our attention to ensure that we had a robust succession planning process in place for senior positions within the Group. This had been one of the issues identified in the previous year's Board evaluation, and while we believe that we have the right process in place, that process itself requires the regular oversight of the Committee. The Committee reviews the composition of the Board twice each year – in June and December – focusing in particular on Executive Director posts. In conjunction with the June meeting, the full Board then looks at people and posts at one or two levels below the Board, to identify possible candidates for succession to bigger roles, individual potential and development needs and areas where we might have to recruit from outside the Group to fill a future vacancy.

Thirdly, with Russell King's initial term of appointment as a Non-executive Director due to expire in February 2012 we agreed that we should recommend to the Board that his appointment should be extended for a further three year term.

We have noted the Financial Reporting Council's proposal to amend the Code to require the Nomination Committee to report on the Board's policy on diversity, including gender. Although the change will only apply to financial years beginning on or after 1 October 2012, the FRC has encouraged all companies to apply the change with immediate effect. I can therefore confirm that, as explained in our 2011 Interim Report, the Board's policy is to have a broad range of skills, background and experience. While we will continue to ensure that we appoint the best people for the relevant roles, we recognise the benefits of greater gender diversity and will continue to take account of this when considering any particular appointment.

As in previous years, as part of the Company's annual evaluation of Board performance, all Directors were consulted on the composition of the Board, and were of the view that it was of the right size, with the appropriate range of skills and balance between Executive and Non-executive Directors. We explain our approach to the size and composition of the Board in the paragraph headed 'Non-executive Directors' in our Corporate Governance section.

Philip Rogerson
Chairman of the Nomination Committee

9 March 2012