# Dear shareholders

_Source: `DeepSeekOCR_Ardian_pruned_1k/consumer-cyclical-auto-parts/LSE_ABDP.L_2019/LSE_ABDP.L_2019.mmd` · pages 43-49_

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Dear shareholders

I am pleased to provide an update on the work of the Nomination Committee. The Committee is responsible for recommendations to the Board for the appointment of additional Directors or the replacement of current Directors and for succession planning for the Group. Diversity and gender inclusiveness span the whole Group and are important and enduring considerations in the search for, and selection of, Board members. The terms of reference of the Committee were reviewed and updated in September 2018 and can be found on the Group's website.

## Committee membership and Chair

The Nomination Committee consists of the three independent Non-Executive Directors: Graham Eves, Bryan Smart and me as Chairman. The Nomination Committee met twice during the year and was involved in a number of additional meetings and telephone conference calls jointly with the Remuneration Committee, including discussion of the terms of employment of the new Group Chief Financial Officer.

## Key duties and focus in the year

The ongoing work of the Committee remains to support the Board in reviewing its size, structure and composition to ensure an appropriate balance of skills, knowledge, independence and experience, and as appropriate to make suitable recommendations to the Board for the appointment of new Executive and Non-Executive Directors and their reappointment following retirement by rotation. The skills and experience of the Board are set out in their biographical details on pages 32 and 33 of this Annual Report. The experience and knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise the performance of the Group.

Following the departure of the former Chief Executive in February 2018, Anthony Best undertook the role of Interim Executive Chairman until the appointment of Dr James Routh who joined the Board as Chief Executive Officer on 1 October 2018. The Committee is grateful to the Chairman for his contribution and support to the Group during his seven months in an executive capacity and was pleased to welcome James to AB Dynamics.

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On 13 February 2019 it was announced that Robert Hart had informed the Group of his intention to step down from his role as Chief Financial Officer and from the Board after ten years with the Company. The Nomination Committee worked closely with our CEO and the Group employed the services of an external recruitment firm with the ensuing search conducted against a comprehensive job specification. After an extensive and thorough process, and recommendation from the Committee, the Board approved the appointment of Sarah Matthews-DeMers as Chief Financial Officer with effect from 4 November 2019.

## Succession planning

The Committee is responsible for succession planning for the Board, as exemplified by the recent successful searches for a new CEO and CFO. As announced on 27 November 2019, Bryan Smart has informed the Board of his decision not to offer himself for re-election as a Non-Executive Director at this year's Annual General Meeting to be held on 15 January 2020 due to health reasons. A search for a replacement Non-Executive Director with a strong financial background has begun and the Board has also agreed that it would benefit further from a Non-Executive Director with a strong and relevant industry background. The Committee remains firmly committed to recruiting the best talent available, based on merit and assessed against objective criteria of skills, knowledge, independence and experience. The primary objective is to ensure AB Dynamics maintains the strongest possible leadership.

## Board evaluation

The collective performance of the Board is reflected in the success of the business. Evaluation of the performance of individual Board members has historically been implemented in an ad hoc manner. During 2019, these processes were reviewed and it was agreed with the Board that a formal internal review process would be conducted as soon as practical after the arrival of the new CFO. In conjunction with the Chairman, the Committee keeps Board evaluation processes under review and will consider the appointment of external evaluators at an appropriate time in the development of the Group having regard to the scale and complexity of its activities. At this time the Board is operating in an open and transparent manner, and in an environment of trust with all Board members having the freedom to express opinions for the benefit of the business.

## Richard Hickinbotham

Nomination Committee Chairman
26 November 2019