effectively on an ongoing basis, the Committee
reviewed and discussed the composition of the
Board and its Committees, and the skills,
diversity and knowledge that each individual
Director brings. It considered how the
leadership needs of the Group may change over
time, influenced by factors including its
strategy, plans for growth and likely future
corporate governance requirements.
The Committee recognises the particular
importance of effective Non-Executive
Director succession planning, especially given
that the Board includes our two founder
Non-Executive Directors, who continue to
contribute significantly and appropriately to
Board discussions, particularly around
strategy and performance. The Board does
not consider Sir Philip Hulme and Sir Peter
Ogden to be independent for the purposes of
the Code. It is therefore important that the
Committee is prepared for unexpected or
emergency independent Non-Executive
Director succession so that the Company is
able to remain in compliance with provision 11
of the Code, which requires at least half of the
Directors, excluding the Chair, to be
considered independent by the Board.
There is a formal, rigorous and transparent
procedure for the appointment of new
Directors to the Board. It is led by the
Committee and is triggered by the
identification of a skills gap on the Board and
its Committees. This is usually, but not always,
the result of a Board resignation, changes in
the Company’s activities or strategic focus, or
updated corporate governance requirements
concerning Board or Committee composition.
The appointment process for a Board role
generally starts with the appointment of an
independent search firm by the Committee,
and the creation of a role specification which
it then approves. Following further Committee
discussion, it then inputs into a shortlist of
candidates, and is involved in the interview
process for all appointments. Generally,
candidates are subsequently interviewed by
the remaining members of the Board. After
taking feedback from these, the Committee
recommends the appointment of a candidate
to the Board for discussion and approval.
The process varies slightly for Executive
Director roles, given that the Committee will,
as was the case in 2022, consider internal
candidates. Only external candidates will be
considered for Non-Executive roles.
Given the nature of the role, the process for
the appointment of the CFO-designate was
led by a sub-committee of the Nomination
Committee, which included the Chair, the
Senior Independent Director and the Chair of
the Audit Committee. The resulting shortlist
of four diverse candidates met with the
sub-committee, as well as the Chief Executive
Officer. The sub-committee also discussed in
some depth the feedback on the candidates
following a review process conducted by
Russell Reynolds, which was the search firm
used by the Company to assist with the
process. Russell Reynolds has no other
connections with the Company or its Directors,
other than the provision of this type of service.
The sub-committee then reported back to the
Nomination Committee, which recommended
the appointment of Christian Jehle as
CFO-designate late in the year (prior to joining
the Company as CFO on 1 June 2023).
Christian’s career to date has been
characterised by leading transformations of
finance functions to ensure that they are best
in class and fit for purpose for continually
expanding and changing businesses. The
Committee, working closely with the CEO and
the Board, considered the skills and
experience he has developed in this area to be
important in fulfilling a Board priority that the
Group’s finance function remains in a position
to best support and enable the continued
growth of the business, including through the
use of technology that simplifies the business,
and continues to drive efficiencies including
within finance and administration.
Our Non-Executive Director appointment
process may also vary where an individual has
been specifically identified by the Board and
Committee as part of its ongoing succession
planning, having matched their skills and
experience to those required by the Board. In
this event, that individual may, following Board
approval on the recommendation of the
Committee, be approached directly without
the use of a search firm or open advertising
for the role.
This was the case for the appointment of René
Carayol, who was approached directly by the
Company, given his previous experience as an
IT systems director (with PepsiCo) and Chief
Information Officer (with IPC Magazines), and
his recent work and expertise in areas
highlighted earlier in this report. Having
indicated his willingness to put himself
forward for consideration, René then went
through our standard Non-Executive Director
appointment process, including being
interviewed by other members of the Board.
Following feedback and discussion, the
Committee agreed to recommend his
appointment to the Board. The Board approved
the recommendation, following which René
joined the Company.
Diversity
The Board recognises the benefits that diverse
skills, experience and thought can bring to an
organisation. The Committee always considers
these benefits when reviewing Board
succession planning, and during the
appointment process. This includes requiring
diverse lists of potential candidates to be
presented to it for review or selection. The
Board is also of the view that appointments
to it must be made primarily on skills and
experience, with regard to the benefits of
diversity. As such, the Committee does not
view it as appropriate to have in place a formal
diversity policy which applies specifically to
the Board and Executive Committee.
The Committee factors into its discussions
related corporate governance requirements
and suggested best practice in this area,
including the Sir John Parker review on ethnic
diversity and the Hampton-Alexander review
on gender diversity. During the year, the
Committee also received an update on the new
UK FCA Listing Rule relating to diversity. It will
continue to be mindful of these requirements
and best practice guidance as it undertakes
its review of Board succession for the medium
term during 2023.
The Board and the Committee endorse
Computacenter’s wider approach to diversity,
including its six pillars of diversity, as set out in
more detail on page 44, and its Equality and
Respect at Work policy, which applies
throughout the organisation, including to the
Board, its Committees and Group Executive
Committee. This is in place to ensure that
everybody who represents Computacenter
promotes equality, diversity and inclusion in
the way that they behave, their communications
and their day-to-day actions. As set out on
pages 124 and 125, at the end of 2022, we were
on track to meet our corporate objective of a
25 per cent female mix for our leadership job
levels across the Group, and a 30 per cent mix
for our whole employee base. We are clear that
a failure to recruit and retain the right calibre
of talent is a risk to the successful execution
of our strategy, and our key mitigation actions
include the implementation of specific
diversity projects and initiatives relating to
gender and ethnicity, amongst other areas.
Further detail on these can be found on pages
43 to 45.
Female representation at Board level
remained at 33.3 per cent in 2022; at Group
Executive Committee level it increased from
20 per cent to 22 per cent, and in our leadership
teams it increased from 23 per cent to 29 per
cent. Our leadership teams are comprised of
members of the Executive Committee and
those senior leaders who are direct reports to
Executive Committee members (excluding
administration and support roles). As regards
ethnicity, as at 31 December 2022 one Director
identified as an ethnicity other than white.
Further detail on the Group’s approach to
diversity and inclusion, as well as the gender
balance of our workforce, can be found on
page 44.
Committee performance
The performance of the Committee was
reviewed as part of the independent, external
evaluation of the Board completed in the fourth
quarter of the year. I am satisfied, having
reviewed the findings of that evaluation, and
discussed it with the other members of the
Board, that the Committee continued to
function effectively during the year.
Peter Ryan
Chair of the Nomination Committee
6 April 2023
Computacenter plc Annual Report and Accounts 2022 | 99