Corporate governance report Composition, succession and evaluation continued OUR NOMINATIONS COMMITTEE’S ACTIVITIES Vijay brings excellent and highly relevant business leadership IN MORE DETAIL FY21 experience with international consumer brands, and has been The following pages provide details of the role of the at the centre ofdriving multichannel digital transformation Nominations Committee and the work it has undertaken at Foot Locker, Inc., where he is currently Executive Vice during the year. President and Chief Executive of Europe, Middle East and Africa, having held previous responsibilities for global digital PRINCIPAL DUTIES development. Vijay is a Certified Public Accountant and holds The purpose of our Nominations Committee is: to assist an MBA from the University of Chicago. His international the Board by keeping the composition of the Board under background and experience will also bring a different review; to conduct a rigorousand transparent process aga dimension to our Board discussions and I look forward to inst working with him. objective criteria – with due regard for the benefits of the Board’s diversity – when new appointments to the Board are Ongoing activity made; to oversee the succession plans for the Board and senior management; and to ensure that there are processes Following the decision of Paula Vennells to step down from in place to secure a diverse pipeline of potential candidates the Board in April 2021 and Vijay’s appointment, we have for succession to key management positions and to the Board. a vacancy for a female Director to ensure that we meet all The full terms of reference for the Committee can be found on external best practice requirements of gender balance. We the Company’s website, corporate.dunelm.com. These terms thank Paula for her contribution to our Board and have started were last reviewed by the Committee in June 2020. to look for an additional female Non-Executive Director. BOARD CHANGES IN FY21 As I mentioned in my report last year, on 10 September 2020 Last year I described how we were continuing to search for William Reeve was appointed Senior Independent Director. an additional Non-Executive Director (NED), to enhance the As well as conducting the evaluation of my own performance, digital skills on the Board andto support the development of William has started the process to appoint my successor by our strategy, and promote diversity of thought. In October September 2023. Although this is two years away, as with 2020 we reviewed the specification in the light of the current all appointments we take great care, and the Board Chair and future needs of the business, and agreed that the remit is a particularly important appointment. Ideally we would should be widened to include international supply chain like the successful candidate to serve some months on the experience in a multichannel environment. Consideration Board before becoming Chair, to enable them to get to know would also be given to the Committee’s desire to increase the Board and business, and build relationships with key ethnic and other diversity on the Board. stakeholders. In the light of this, we recommended to the Board that Arja Overview of FY21 and future Taaveniku be appointed as an Independent Non-Executive Board succession planning Director on 15 February 2021. Arja is an experienced business Actions/rationale Notes Timings leader, having spent over 30 years in leadership positions with NED with international Arja successfully Completed a number of international retail organisations including Ikea digital and commerce appointed after a Group, Ikano Group (an international franchisee of Ikea which experience process which also develops, owns and manages companies in consumer started in FY20 and banking, insurance, residential and shopping centres), and was delayed by Kingfisher plc. Details of the process followed for Arja’s Covid-19 appointment and her induction are set out on page 124. Additional female NED to New action Ongoing since replace Paula Vennells following Paula July 2021 Additionally, we identified a need for a further NED with stepping down in experience in digital businesses, including digital risk April 2021 before management and to meet the increasing regulatory the end of her term and Vijay joining requirements of an Audit and Risk Committee member – the Board on financial expertise and a deeper ability to understand cyber 1 October 2021 risk. On 14 July 2021 we announced the appointment of Vijay NED with current digital Original process Completed with the Talwar to the Board, with effect from 1 October 2021. experience,deeper commenced in appointment of understanding of digital/ FY20 but paused Vijay Talwar cyber risk and additional due to the financial expertise preferred candidate specifically to enhance being unavailable the capability of the Audit and the Covid-19 and Risk Committee pandemic Chairman Longer-term Preliminary process planning ahead of started with end of tenure in specialist search September 2023 agency 122 DUNELM GROUP PLCANNUAL REPORT & ACCOUNTS 2021