Roles and Responsibilities of the Committee

Role of the Committee

The Committee is responsible for Board recruitment and conducts a continuous and proactive process of planning and assessment, taking into account the Board’s composition against the Company’s strategic priorities and the main trends and factors affecting the long-term success and future viability of the Company. The Committee’s key objective is to ensure that the Board comprises individuals with the necessary skills, knowledge, experience and diversity to ensure that the Board is effective in discharging its responsibilities and that appropriate succession arrangements are in place. The Committee has defined Terms of Reference which can be found in the Investor Centre section of the Group’s website at www.candcgroupplc.com.

The Committee is responsible for leading a formal, rigorous and transparent process for the appointment of new Directors to the Board and ensuring that plans are in place for orderly succession to the Board and senior management positions.

Membership and Attendance

The following Non-Executive Directors served on the Committee during the year.

Member	Member Since	Number of Meetings Attended	Maximum Possible Meetings
Stewart Gilliland (Chair)	24 October 2017	11	11
Vincent Crowley	1 June 2019	11	11
Emer Finnan	5 July 2018	11	11
Helen Pitcher	23 October 2019	11	11

Except for the Chair, all members of the Committee are and were, throughout the year under review, considered by the Board to be wholly independent. Given that the Chair was carrying out an executive function on an interim basis, it was determined that he should remain on the Committee. This was particularly important as he played a leading role in ensuring an orderly transition to David Forde as the Group’s new CEO.

No member of the Committee nor any other Director participates in discussions concerning or votes on his or her own re-election or evaluation of his own performance. Details of the skills and experience of the Directors are contained in the Directors’ biographies on pages 74 and 75. Their remuneration is set out in the Remuneration Report.

The quorum necessary for the transaction of business by the Committee is two, each of whom must be a Non-Executive Director. Only members of the Committee have the right to attend Committee meetings. The Company Secretary is Secretary to the Committee.

Meeting Frequency and Main Activities during the year

The Committee met on eleven occasions during the year ended 28 February 2021. All members of the Committee attended each meeting. At the invitation of the Committee, the Group CEO, the Group Director of Human Resources, the Group Head of Employee Engagement, and Independent Audit were invited to attend meetings from time to time.

Set out below is a summary of the main activities of the Committee in the year.

CEO Appointment

As reported in last year’s Annual Report, following the retirement of Stephen Glancey in January 2020, Stewart Gilliland was appointed as interim Executive Chair pending the appointment of his successor, to ensure continuity of executive leadership and an orderly process of succession.

The Committee appointed Spencer Stuart to conduct a search for candidates for the role of the new Group Chief Executive Officer. Spencer Stuart did not, and does not, have any connection to the Company other than in respect of provision of these services.

The Company did not use open advertising to search for suitable candidates for the role as we believe that the optimal way of recruiting for this position is to use targeted recruitment based on the skills and experience required.

As an initial step, the Committee agreed a role profile with Spencer Stuart, which referred to the following characteristics and experience:

• Previous experience of the public company environment;
• Experience of operating within the beverage industry;
• A reputation for delivering shareholder value; and
• A positive match with the culture of the Group and the members of the Board.

The search from Spencer Stuart was rigorous and international in its scope. The Committee considered an extensive list of potential candidates, both internally and externally, with the skills, knowledge and experience required. The candidates included in the initial list for the Committee were of diverse backgrounds in its widest sense (gender, nationality, age, experience, ethnicity and social backgrounds). The Committee unanimously selected David Forde as its preferred candidate. David, having started his career with the sales and marketing team at Heineken Ireland, was the Managing Director of Heineken UK, a position he had held since 2013. Heineken UK is a leading producer of beer and cider brands in the UK market, as well as a significant pub operator, with approximately 2,500 outlets. David worked with Heineken for 31 years and has extensive experience in senior leadership positions across the business and has an intimate knowledge of our industry.

Following the Committee’s recommendation and due consideration by the Board, David Forde was appointed our new Group Chief Executive Officer on 8 July 2020. The Board is pleased to have recruited an individual of his calibre to lead the Group through its next stage of development.

Induction of Group CEO

David Forde took up the position of Group Chief Executive Officer on 2 November 2020 and is bringing a fresh perspective to the Board and its committees. As set out on page 83, when a new Board member joins the Company they receive a formal, comprehensive and tailored induction designed to suit their individual needs and their role. The induction programme includes activities and meetings with key personnel, technical meetings and site visits. This is an effective way of introducing them to the Group’s culture and of ensuring that they have the information and support they need to understand the business and to enable them to be productive in their role.

Group CEO Induction

A comprehensive induction programme was arranged for David Forde to help him settle into his new role. This included meetings with senior management and operational and functional teams around the Group and was structured to help David gain an insight into how the business works on a day to day basis and to understand its strategic priorities, purpose, culture, values and people.

Since joining, David has attended business and budget reviews in each business unit. Visits were arranged, subject to COVID-19 restrictions, which included key locations in the Group. These visits gave David an opportunity to meet with local management teams and other colleagues and to speak with them first hand and to listen to their views.

David has also spent time meeting with a number of the Group’s investors, as well as suppliers, customers and consumers. He has also had one to one meetings with his Board colleagues and has met with business unit heads, senior management and members of the Company’s governance and control functions.

Details of some of the activities undertaken by David are set out below:

Area	Provided by	Subjects covered and discussed
Business Units	Executive Management	Ireland, Great Britain, Matthew Clark and Bibendum and International business reviews; Ireland, Great Britain, Matthew Clark and Bibendum and International business budget reviews; various site visits;
Governance legal and compliance	Company Secretary and Group General Counsel	review of the governance framework and landscape; Board and committee matters; overview of the Group’s legal and compliance framework and material litigation;
Health and Safety	Group Health & Safety Manager	execution of safety strategies, priorities and initiatives and their alignment to the Performance, People and Purpose strategy;
Finance, Strategic plan and business model	Group Chief Financial Officer	financial control framework and governance processes; internal and external reporting of the Company’s results; overview of the Group’s businesses and business model, two year business plan and strategic aims; review of the Group’s M&A strategy;
Tax	Group Chief Financial Officer	review of the Group’s tax strategy and profile, principal uncertain tax positions and areas requiring the exercise of judgement; tax governance procedures and control framework;
People	Group HR Director	review of the Group’s People strategy including succession planning, diversity and inclusion and engagement initiatives; Group remuneration philosophy, executive remuneration and annual cycle; long term incentive plan;
Investor Relations	Group Chief Financial Officer	C&Cs’ investment case, key areas of investor focus and IR annual programme;
Treasury	Group Chief Financial Officer	overview of the Group’s treasury operations, governance, funding, credit ratings, liquidity management, foreign exchange and interest rate risk management;
IT	Group IT Director	overview of the digital and technology function including in-depth reviews on strategy, operating model, initiatives and cyber security;
Internal Audit	Head of Internal Audit	review of Group Internal Audit plan, internal control framework, key financial controls, whistleblowing programme and the biannual major risk assessment process; and
Environmental, Social and Governance	Head of ESG	Overview of the ESG framework, strategy and KPI’s.

Group CFO Appointment

Jonathan Solesbury who served as the Group’s CFO since 2017 informed the Board of his intention to retire during FY2020. Accordingly, Jonathan stepped down from the Board at the AGM on 23 July 2020, but remained with C&C until 1 September to facilitate an orderly transition.

Patrick McMahon, Group Strategy Director, and designated successor to Jonathan was appointed as Group Chief Financial Officer and an Executive Director with effect from 23 July 2020.

A Fellow Chartered Accountant, Patrick originally joined C&C in 2005 from KPMG. Throughout his career with C&C he has held a number of senior leadership positions including, Financial Director of individual business units and overall Group Finance Director. As Group Strategy Director, Patrick was central to the integration and turnaround of Matthew Clark and Bibendum since their acquisition in 2018.

New Non-Executive Director

During the year, the Committee continued to review the skills and composition of the Board and identified an opportunity to bring more digital and technology experience into its deliberations. A thorough process was undertaken by the Committee to identify and assess a number of potential candidates. A boutique executive search firm, Audeliss was instructed to assist with the search for the new appointment. The search firm signed up to the Voluntary Code of Conduct and does not have any other connection to the Company or with any individual Directors, other than to provide recruitment services. Open advertising was not used for this position.

To enhance the Board’s collective capability and aid us on our journey to meet our strategic objectives, the Committee recommended the appointment of Vineet Bhalla, noting, in particular, that the appointment would bring strong digital experience as an experienced IT professional, latterly with Burberry as Chief Technology Officer and previously as Head of IT for Unilever for their digital marketing and research and development divisions. The Committee also noted that this appointment would demonstrate the Company’s broader commitment to diversity. In making this recommendation, the Committee also satisfied itself that Vineet Bhalla met the independence criteria of the Code and took into account his other significant commitments and the time involved, as disclosed to the Committee. The Committee’s recommendation resulted in Vineet Bhalla’s appointment to the Board as a Non-Executive Director with effect from 26 April 2021.

Re-appointment of Directors

The Committee considers the selection and reappointment of directors carefully before making a recommendation to the Board. The Board is conscious of the length of tenure of non-executives when formulating its succession planning process. Non-Executive Directors and the Chair are generally appointed for a period of three years, which may be renewed for a further two terms. Notwithstanding the appointment of three years, in line with good governance practice, all Directors are put forward for re-election by shareholders annually at the AGM providing shareholders with the opportunity to express their confidence and support for the Board as a whole and each Director individually.

Appointment of a new Chair

As outlined in his introductory letter, the Chair will step down from his role in July 2022 following 10 years on the Board and four years as Chair. A selection process for a new Chair is being led by the Senior Independent Director (‘SID’), Vincent Crowley, and the Committee, with assistance from the Company Secretary and Group General Counsel and the Group Director of Human Resources. The current Chair is not involved in the selection process.

As part of the external search process, the services of an executive search firm are being used to identify potential candidates. The Committee considered the credentials of a number of search consultants before recommending the appointment of Spencer Stuart, which is a signatory to the voluntary code of conduct for executive search firms. Spencer Stuart is used from time to time by the Company for the recruitment of senior executives, but does not have any other connection to the Company or with individual directors.

The Company has not used open advertising to search for suitable candidates for the role as we believe that the optimal way of recruiting for this position is to use targeted recruitment based on the skills and experience required.

As an initial step, the Committee has agreed a role profile with Spencer Stuart, which referred to the following characteristics and experience:

• Experience as a Chair;
• City/investor experience;
• FTSE 250 plc experience and an understanding of the UK corporate governance environment;
• Broad sector experience, with an emphasis on business to business and business to customer environments within the beverage industry;
• A reputation for delivering shareholder value; and
• A positive match with the culture of the Group and the members of the Board.

The process for appointing a successor is ongoing.

Succession Planning

Given both the appointment of a new CEO and CFO and a Non-Executive Director, along with the commencement of a search for a new Chair, the Committee has had reason to extensively consider succession planning for both Board and senior management roles during the year.

The Board plans for its own succession, with the support of the Committee. The Committee remains focused, on behalf of the Board, on Board succession planning for both Executive and Non-Executive Directors.

The Committee aims to ensure that:

• the succession pipeline for senior executive and business critical roles in the organisation is strong and diverse;
• processes are in place to identify potential successors and manage succession actively;
• there is a structured approach to developing and preparing possible successors; and
• processes are in place to identify “at risk” posts.

On at least an annual basis, each Director’s intentions are discussed with regard to continued service on the Board and their succession is considered in the context of the composition of the overall Board and the corporate governance guidance on non-executive tenure. This transparency allows for an open discussion about succession for each individual, both for short term emergency absences as well as longer term plans.

As in previous years, we conducted an analysis of the balance of experience, skills, gender and diversity on the Board as a whole, taking account of the future needs of the business in the light of the business strategy, the Board changes set out above, and the knowledge, experience, length of service and performance of the Directors, including their ability to continue to contribute effectively to the Board. In accordance with our policy, we also had regard to the requirement to achieve a diversity of characters, backgrounds, experience and gender amongst Board members.

Skills Balance and Directors’ Performance Evaluation

During the year, the Committee also considered the composition of the Board and each of its Committees. The Committee continues to actively review the long term succession planning process for Directors to ensure the structure, size and composition (including the balance of skills, experience, independence, knowledge and diversity (including gender, ethnic and social backgrounds)) of the Board and its Committees continues to be effective, promoting the Company’s ability to deliver its strategy.

As part of its review, the Committee considered the performance and independence of Stewart Gilliland, Jill Caseberry, Jim Clerkin, Vincent Crowley, Emer Finnan, Helen Pitcher and Jim Thompson, each of them having confirmed their willingness to stand for re-election at the forthcoming AGM.

During FY2020, an external evaluation was carried out, meaning that the evaluation in FY2021 was carried out on an internal basis. Having undertaken a performance evaluation of both the Board and individual Directors, the Committee considered that the independence of each of the Non-Executive Directors, being Jill Caseberry, Jim Clerkin, Vincent Crowley, Emer Finnan, Helen Pitcher and Jim Thompson. In assessing their independence, the Committee has had due regard to various matters which might affect, or appear to affect, the independence of certain of the directors. The Committee was fully satisfied that each remained fully independent in both character and judgement.

In determining the independence of Stewart Gilliland and Jill Caseberry, the Company had regard to the products sold to Tesco plc, of which Stewart Gilliland is a Non-Executive Director, and the products purchased from St Austell Brewery Company Limited, of which Jill Caseberry is a Non-Executive Director. The Committee remains fully satisfied these relationships are not material and have in no way impaired their independence.

The Committee had also undertaken a review of each of the Non-Executive Directors’ other interests, external time commitments and tenure, such review being particularly rigorous in the case of Emer Finnan and Stewart Gilliland as they had served seven and nine years respectively on the Board, and has concluded that each of them is independent in character and judgement and that there are no relationships or circumstances likely to affect (or which appear to affect) his or her judgement. The Committee is also satisfied that each of them continues to be able to devote sufficient time to their role.

No Director participated in the evaluation of his/her own performance, independence or time commitments.

The Committee was satisfied that the Board has the appropriate balance of relevant skills, experience, independence and knowledge of the Company to enable it to discharge its duties to lead and steward the business.

Diversity

As a people focused business, our strength comes from an inclusive and welcoming environment, where we recognise that the experiences and perspectives which make us unique come together in our shared values and vision. We strongly believe that the more our colleagues reflect the diversity of our clients and consumers, the better equipped we are to service their needs.

As part of its remit the Committee reviews the Group’s policies on workforce diversity and inclusion, their objectives, and link to the Company’s strategy. The Group has always operated open and inclusive hiring and staff management practices.

During the year, the Committee recommended, and the Board endorsed, the adoption of a new Diversity and Inclusion Policy, which is published on the Company’s website. In reviewing the Group’s policy, the Committee sought the views of the ESG Champions prior to implementation. The Committee was satisfied that it supported the development of a more diverse workforce within the business and were consistent with the Group’s inclusive and welcoming culture. The policy equally applies to our Board members and all of our employees, regardless of their contract, location or role in the business. We aim to ensure our inclusivity applies to all aspects of their careers, including recruitment, selection, benefits and opportunities for training and promotion. The Executive Committee members have undergone Diversity and Inclusion training to ensure this is embedded across the whole organisation. More details on workforce diversity can be found on page 100.

Our vision is to be an employer of choice, with a rich and diverse mix of people who reflect the societies and communities in which we work and operate.

C&C is a great place to work and our policy reinforces our commitment to equality, diversity and inclusion and to having a truly representative workforce where every member feels respected, valued and able to be their best. We want to ensure that equality, diversity and inclusion is a core part of how we operate, it’s embedded in our culture, and reflected in our people and their behaviours.

We are committed to:-

• Reviewing and adapting our policies and procedures to ensure workforce diversity and equal opportunities;
• Implementing initiatives that drive an inclusive culture where all employees feel accepted and valued;
• Promoting a more inclusive environment, which attracts all candidates and signals our commitment to celebrate and promote diversity;
• Taking an inclusive approach to ensure we attract a diverse pool of talent and experience;
• The use of clear statements which promote equality and inclusion within the recruitment process;
• Training our managers and wider teams to increase cultural diversity, awareness, knowledge and skills;
• Encouraging our people to share their experiences and help each other to understand more about what diversity and inclusion means;
• Authentically telling our diversity and inclusion story and celebrating our approach, both inside and outside our organisation.

At Board level, our approach to the appointment of new directors reflects our desire to ensure the optimal balance of experience and backgrounds on the Board. Great emphasis is placed on ensuring that Board membership reflects diversity in its broadest sense and increasingly embodies our employee base and the communities in which we operate. We also ensured that the Board considered whether diversity and inclusion across the wider business was being progressed, including discussions with management at site visits during the year. The Board recognises the benefits of diversity. Our Directors come from different backgrounds, nationalities, a wide range of professions and each brings unique capabilities and perspectives to our Board discussions.

We are committed to maintaining a diverse Board. Appointments to the Board and throughout the Company will continue to be made on merit and overall suitability for the role against objective criteria with due regard to the benefits of diversity (including, but not limited to, ethnicity, experience, gender, nationality, age and educational and social backgrounds as well as individual characteristics such as broad life experience).

When recruiting, we instruct the external recruitment consultants to ensure that a balance of male and female candidates is put forward for consideration by the Committee. Following Vineet’s appointment to the Board, female representation on our Board is at 27%.

The Committee and the Board recognise the importance and benefit of diversity beyond the Board and in this regard seek to ensure that all recruitment decisions are fair and non-discriminatory and that all employees get an equal opportunity to achieve their full potential.

Statistical gender diversity employment data for the Company as at 28 February 2021 is as follows:

	Male Number/ Percentage	Female Number/ Percentage
Directors	7/70%	3/30%
Senior Managers	58/64%	32/36%
Other employees	1,913/75%	647/25%

The Committee and the Board are committed to greater diversity throughout the Company and recognise this will require continued focus on an inclusive culture and a systematic review of existing recruitment, retention and promotion practices during the forthcoming year.

The ESG Committee Report on pages 92 to 93 provides further detail on the approach being taken to better understand our diversity and employees’ views on inclusion and the implementation of the Policy across the Group.

ESG Committee

To reflect C&C’s ongoing commitment to operating a sustainable business, the Board established a new committee, the ESG Committee. The Committee made recommendations to the Board concerning both the Chair and membership of the ESG Committee. In all cases, the Committee’s recommendations were subsequently endorsed unanimously by the Board.

Time Commitment

In line with its terms of reference, the Committee performs an annual review of the time required from the Chair, SID and Non-Executive Directors to perform their duties. As part of this process, the Committee reflects on a director’s attendance at scheduled meetings and their availability at other times during the year. In the year under review, directors were available, often at short notice and outside regular working hours, to discuss matters that required a prompt decision, for example, the consideration and oversight of the various strategies employed during the year to navigate the impact of the COVID-19 pandemic upon the business.

Evaluation of the Committee

During FY2020, an external evaluation was carried out, meaning that the evaluation in FY2021 was carried out on an internal basis as part of the FY2021 internal Board evaluation process. An explanation of how this process was conducted, the conclusions arising from it and the outcome of that review can be found on page 84.

This report was approved by the Board of Directors on 26 May 2021.

Stewart Gilliland

Chair of the Nomination Committee

Diverse and Effective Board

The Board comprises 11 Directors, with a broad and complementary set of technical skills, educational and professional experience, nationalities, personalities, cultures and perspectives.

Board balance

Board Skills Matrix