Nomination Committee Report

The Nomination Committee is responsible for nominating candidates for Board positions, approving membership of the Executive Committee, and ensuring that the Company has the leadership and senior management to meet its growth ambitions.

Principal Functions

  • to review the structure, size, composition and balance of the Board and recommend changes where appropriate;
  • to review ongoing training and knowledge of all directors;
  • to consider and recommend succession planning for executive and non-executive directors;
  • to identify and nominate candidates for approval of the Board to fill Board vacancies or new positions as and when they arise; and
  • to evaluate the skills, experience and knowledge of Board members.

The role of the Nomination Committee secretary is performed by the Company Secretary.

Committee Activities During the Year

The Nomination Committee met six times during the year. In addition to the core members of the Nomination Committee, Andrea Cartwright (Director of HR) attended each of the meetings.

In January 2014, the Board approved the appointment of Euan Sutherland to the Nomination Committee which has broadened its skills and experience as well as bringing the Nomination Committee in line with best practice.

The prime focus this year has been on recruiting the right people for key roles in order to ensure that the Company has the leadership skills and senior management capability to realise its growth potential.

The Nomination Committee has also monitored the performance of the senior team and reviewed the organisational structure on an ongoing basis. It also ensured that key individuals have been given support and mentoring where appropriate.

Succession plans for the executive directors were reviewed in October 2013 and will be reviewed on at least an annual basis.

The Nomination Committee approved the following appointments to the Executive Committee during the year:

  • Hans Schmitt joined SuperGroup in June 2013 as Managing Director Wholesale and International. A biography for Hans Schmitt is set out under the Board of Directors.
  • Lindsay Beardsell was appointed as Group General Counsel in August 2013 and is the Group Company Secretary.
  • Jonathan Wragg was appointed as Director of E-Commerce in April 2014.

Hans Schmitt was subsequently appointed to the Board on 1 May 2014 on the recommendation of the Nomination Committee. The services of The Miles Partnership LLP were used to assist with the initial recruitment of Hans Schmitt. This business has no other connections with the Group.

None of the existing executive directors hold non-executive directorships, other than Shaun Wills who was appointed as non-executive director of Anatwine Limited in March 2014, a company in which SuperGroup holds a 35% investment. The Nomination Committee is satisfied that this does not conflict with his role as Chief Financial Officer of the Company.

The Nomination Committee will review the composition of the Board during 2014 in light of Hans Schmitt's appointment to the Board which means that the Group is no longer compliant with the Code in respect of the ratios of independent non-executive directors to executive directors. In its review, the Nomination Committee will also give consideration to diversity within the Board, taking particular note of the 'Women on Boards' initiative. In this context, the Nomination Committee takes the view that the role of women is important at all levels in SuperGroup. At the end of the year, 10% of the Board, 30% of the Executive Committee and 39% of senior managers were female.

Approved and signed on behalf of the Board.

Peter BamfordNomination Committee Chairman 9 July 2014