1. Remuneration & Nominations Committees
Lucy McClements
Director
BP&E Global

2. Scope of RemCo and NomCo
Remuneration policy and strategy that promotes a prudent management and control culture
Oversee compliance with remuneration policy
Remuneration proposals for Board and Snr Mgt incl Snr members of control functions
Engage appropriate advice and support from external consultants
Assess achievement of performance targets incl application of malus and clawback arrangements
Test how remuneration policies react to possible internal and external events
Dialogue with stakeholders
NomCo
Structure, size and composition (incl knowledge, skills and diversity) of Board and Snr Mgt
Identify and nominate candidates for the Board and Snr Mgt
Succession planning
Board Committee membership
Induction for new Directors
On-going CPD for Board and Snr Mgt
Company talent mgt plan
NED time commitment
Dialogue with stakeholders
Board evaluation process

3. But really, it’s all about…….
Why bother?
Regulatory
Strong prudential and conduct management
Solvency II (e.g. Article 275)
Supports Board effectiveness
Stakeholder confidence
But really, it’s all about…….
CULTURE

4. Achieving a balanced Board4

5. Why is it so hard to get right?
Achieving a balanced Board
Succession planning
Out of date
Unrealistic
Handling internal candidates that fail
Why is it so hard to get right?
No link to culture and strategy
Vague
Natural conservatism of Boards
Lack of EQ to manage incumbent departure
Lack of incentives
External pressures e.g. wider group 5

6. Achieving a balanced Board
Succession planning
What are your practical tips for getting it right? 6

7. Achieving a balanced Board
Succession planning
Greatest value of a robust process is the discussion & transparency
Thinking multiple time horizons
EQ to manage the departure of current incumbent
What are your practical tips for getting it right?
Enlisting support of current incumbent
The ‘Use’ test
Supporting internal candidates eg 360s, NED roles, coaching, exposure, benchmarking
Link to existing diversity initiatives
Sensitively handling internal candidates that fail
Proactive stakeholder engagement 7