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Committee reports

Nomination and Governance Committee report

Paul Manduca

Dear Shareholder

As Chairman of the Nomination and Governance Committee, I am pleased to report on the Committee’s activities and areas of focus during 2016.

In 2016, we met on four occasions. Our focus was on ensuring we have suitable succession plans in place for the Board and senior executives. Particular emphasis this year was on succession planning for our Non-executive Directors given that Ann Godbehere is in her ninth year of service and will not stand for re-election at our next Annual General Meeting. Ann has been an asset to the Board and we are most grateful for her contribution, especially as Chair of our Audit Committee.

Our work on succession planning is based on an assessment of skills needed to fulfil our strategy and a rolling programme of progressively refreshing the skills on our Board. During 2016 and to date, we particularly focused on skills required to replace Ann’s expertise in the context of the overall balance of skills on the Board and the main markets in which we operate, now and in the medium term. We also reviewed the membership of the Board’s principal committees to ensure all committees continue to be appropriately composed, taking into account the time commitment required of each Non-executive Director role.

As part of our regular year-end related work at our February meeting, we reviewed the performance and independence of our Non-executive Directors, we confirmed that our Audit Committee has the required levels of financial expertise, we reviewed and confirmed conflicts of interest for all Board members and recommended all Non-executive Directors for re-election at the forthcoming Annual General Meeting, except Ann Godbehere.

The Committee expanded its remit in 2016, following the appointment of independent non-executive directors to the boards of our material subsidiaries. During the year, we approved the appointment of independent chairs to the boards of these companies. As part of our new governance duties, we reviewed the governance framework for our material subsidiaries and terms of reference for their boards and chairs. Going forward, the Committee will review the performance of the non-executive directors of the material subsidiaries, starting in early 2017.

As Chairman of the Committee, I have responsibility for ensuring the Committee operates effectively. To ensure we do so and provide constructive challenge to management, I encourage open debate and contributions from all Committee members. An annual review of our effectiveness was carried out as part of the Board evaluation, described in more detail in How we operate. The Committee was found to be functioning effectively.

Paul Manduca
Chairman of the Nomination and Governance Committee

Committee members

  • Paul Manduca (Chairman)
  • Howard Davies
  • Ann Godbehere
  • Anthony Nightingale
  • Philip Remnant

Regular attendees

  • Group Chief Executive
  • Group Human Resources Director
  • Group General Counsel and Company Secretary

Number of meetings in 2016: four

How the Committee spent its time during 2016

The table below provides an overview of how the Committee spent its time in 2016.

  Feb1 Sep Nov


  1. Two meetings were held in February.
Re-election of Directors, Non-executive Directors’ performance and independence
Succession planning
Membership review of principal Board Committees
Material subsidiary governance
Committee terms of reference  

Key matters considered during the year

Matter considered


How the Committee addressed the matter

Succession planning



The Committee kept succession plans for executive and non-executive Board roles under continuous review. This review takes account of the size, structure and composition of the Board and its Committees, including the overall knowledge, experience and diversity of the Board. The Committee makes recommendations to the Board based on its review as necessary.

—Non-executive Directors


During 2016, the Committee considered information about potential candidates who might be appointed to the Board as Non-executive Directors to keep the Board composition progressively refreshed in the future, assisted by Russell Reynolds as search consultant.

—Executive Directors


John Foley and Anne Richards were appointed during 2016. The work of the Committee in respect of those appointments, which was supported by Egon Zehnder as search consultant, is described in the Annual Report for 2015.

The Committee received details of the succession plans in place for Executive Directors and other senior management positions. The development and renewal of these plans was led by the Group HR Director, who was supported by Egon Zehnder in identifying candidates who could be considered successors for key roles.

Russell Reynolds has no additional connection with Prudential. In addition to acting as search consultant for certain executive hires, Egon Zehnder also provides support for senior development assessments.

—Re-election of Directors


As part of its ongoing work on Board succession planning, the Committee considered the terms of appointment for the Chairman, Committee Chairmen and Non-executive Directors taking into account time commitment and the general balance of skills, experience and knowledge on the Board, assessing length of service in their roles. Having reviewed the performance of relevant Non-executive Directors in office at the time, the Committee recommended to the Board that those Non-executive Directors should stand for re-election at the 2017 Annual General Meeting.

The Committee considered the term of appointment of Ann Godbehere, who has been a Non-executive Director since 2007 and Chairman of the Audit Committee since 2010. In line with corporate governance guidelines, Ms Godbehere does not intend to stand for re-election in 2017.

Philip Remnant completed his first term of three years following his initial appointment by shareholders at the 2013 Annual General Meeting. Following performance evaluation by the Committee and re-election by shareholders in 2016, he was invited to serve a further term of three years, expiring at the conclusion of the 2019 Annual General Meeting.



The Committee considered the independence of the Non-executive Directors against relevant requirements as outlined on How we operate.

Conflicts of interest


The Board has delegated authority to the Committee to consider, and authorise where necessary, any actual or potential conflicts of interest in accordance with relevant legislation, the provisions in the Company’s Articles and the procedures approved by the Board.

In February 2016, the Committee considered the external appointments of all Directors and reviewed existing conflict authorisations, reaffirming or updating any terms or conditions attached to authorisations where required. No other conflict matters were brought to the Committee.

New external positions were reviewed during the year as they arose.

The Board considers that the procedure set out above for dealing with conflicts of interests has operated effectively.


—Group subsidiaries


In February, the Committee expanded its remit to include oversight of the material subsidiary governance and independent directors.

During the year, the Committee approved the appointments of the material subsidiary chairs (including Philip Remnant and Kai Nargolwala), reviewed the material subsidiary governance arrangements, approved the terms of reference for the material subsidiary boards and board chairs, and monitored the embedding of governance processes.

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