Report of the Nomination 3 and Remuneration Committee On behalf of the Board, I am pleased to present the Nomination and Remuneration Committee report for the year ended 31 December 2021. By Paul Roy I have chaired the Committee since it was end there was a change of CFO, with Mary established in 2018. The other members of Basterfield joining the Board. the Committee are Rupert Faure Walker and During the financial year, the Nomination and Sue Prevezer. All three of us are considered Remuneration Committee led the process to by the Board to be independent Non- appoint the new CFO, including the preparation Executive Directors. of a full role description. The Committee Composition of the Board reviewed the potential candidates for the role In carrying out its nomination function, the and prepared a shortlist to be interviewed Committee assists the Board in determining the by members of the Board, following which composition and makeup of the Board, having Mary Basterfield was chosen as the regard to the skills, knowledge and experience successful candidate. required and also to the benefits of all forms Looking ahead, during 2022 the Committee will of diversity. continue to consider the overall composition Details of the Company’s diversity, equity and structure of the Board in the context of and inclusion policy, and the diversity of our evolving expectations around Board diversity workforce as a whole, are set out in the ESG and effectiveness. External assistance has section of the Strategic Report. In addition, been sought to identify suitable candidates to page 25 sets out details of the gender balance be appointed as the new Chair of the Audit and of our leadership team which includes Risk Committee. With the exception of the new the Board. Chair, we do not currently propose to replace Pete Kim and Peter Rademaker, who have both The Committee periodically reviews the decided not to seek re-election at the AGM. structure of the Board and identifies potential Directors’ Remuneration Policy candidates to be appointed as Directors, as the need may arise, having regard to the Board’s The Committee is responsible for determining policy on diversity and inclusion and the the Directors’ Remuneration Policy. This gender balance of those in senior management. provides the overall framework for payments It is also responsible for determining future to the Directors. No payment can be made succession plans for the Executive Chairman. to a Director which is inconsistent with There were no changes to the Board during the Policy. 2021 although shortly after the financial year S4Capital Annual Report and Accounts 2021 65