Dear Shareholder

I am pleased to present the Nomination Committee (‘the Committee’) report covering the work of the Committee during FY2022. This report provides an overview of the Committee’s activities in the year under review and looks ahead to our anticipated activities in the coming year.

Year in Review

As in previous years, succession planning continued to be the primary focus of the Committee’s work. The Committee is responsible for leading a formal, rigorous and transparent process for Board appointments and ensuring that plans are in place for orderly succession to the Board and senior management positions. The Committee is also responsible for keeping under review the leadership needs of the Group, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in a competitive marketplace.

In July 2020, we reported that I would be stepping down from the Board and that the Committee, led by Vincent Crowley Senior Independent Director (‘SID’), would be leading the search for my successor. Following a thorough selection process using external search consultants, Spencer Stuart, on 16 September 2021 we announced the appointment of Ralph Findlay as a director and Chair designate. Ralph joined the Board as a Non-Executive Director on 1 March 2022 and will succeed me as Chair of the Company and of the Committee on 7 July 2022, following the Annual General Meeting. Ralph is a strong fit for the Group, with a deep understanding of the beverage and hospitality sector in the UK, one of our core markets, and extensive listed company board experience. Further details of the selection process can be found later in the Nomination Committee Report.

During the year, the Committee continued to review the skills and composition of the Board. Following this review, the Board identified the necessity of having more digital and technology experience, which is increasingly important in a digitalised world. To enhance the Board’s collective capability and aid us as we seek to deliver our strategic objectives, the Committee recommended, and the Board endorsed the appointment of Vineet Bhalla. The Board was particularly satisfied that Vineet’s 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.

With each review of its composition, and when considering any appointment, the Board has particular regard for diversity of gender, social and ethnic backgrounds, nationality, and cognitive and personal strengths. Diversity at Board level – and throughout the organisation – is key to ensure that we incorporate a wider range of perspectives in deliberations and decision making. While incorporating all aspects of diversity, we have placed a particular focus on gender and ethnic diversity in light of the Hampton Alexander and Parker Reviews, which act as guidance for the Committee.

In further Board changes, we announced in July 2021, that Andrea Pozzi, Chief Operating Officer (‘COO’) and Jim Clerkin, Non-Executive Director, had each decided to step down from their respective Board roles, with effect from 1 September and 27 October 2021 respectively. The Group was pleased to announce that Andrea would remain with the Group and had agreed to take up the role of managing our combined GB businesses, with a key focus on aligning management structures and guiding us through a significant change programme of simplification and integration. The Company did not replace the Executive Director role of COO and current Board responsibilities associated with that position are being fulfilled by the remaining Executive Directors.

In addition, Jim Clerkin advised the Board that, as a consequence of his increased work responsibilities in the USA, he was finding it increasingly difficult to give the necessary time commitment required as a Non-Executive Director of the Company. After four years on the Board, Jim decided to take the decision to step down from his position in October 2021. The Board would like to thank both Andrea and Jim for their significant contribution to the Board and to wish Jim well for the future.

At the financial year-end, 33% of the Board’s membership was female. The Committee was fully aware that this level reduced with the appointment of Ralph Findlay and will go back to 33% once I step down from the Board in July 2022.The Committee will continue to monitor the composition and balance of the Board to ensure that a broad and diverse range of expertise is available from the existing members and will recommend further appointments as and when appropriate to assure the long term success of the Group.

At C&C Group our colleagues remain our most valuable asset and we are committed to creating an open and inclusive culture, which enables all of our people to thrive, and to leverage diversity and inclusion to ensure we have a balanced pipeline of talent for the future. The Committee will continue its work to ensure the Board maintains a balance of individuals representing a wide cross section of experience, cultural backgrounds and specialisms. In the coming year, the Committee will continue to focus on succession planning and on furthering our diversity and inclusion agenda.

On behalf of the Board

Stewart Gilliland

Chair of the Nomination

17 May 2022

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 Group’s strategic priorities and the main trends and factors affecting the long-term success and future viability of the Group. 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.

1. Stewart Gilliland did not attend one meeting concerning the appointment of his successor.

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.

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 or her own performance. Details of the skills and experience of the Directors are contained in the Directors’ biographies on pages 88 and 89. Their remuneration is set out in the Directors’ Remuneration Committee 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 eight occasions during the year ended 28 February 2022. All members of the Committee attended each meeting, save and except for the Chair in relation to meetings concerning the appointment of his successor. At the invitation of the Committee, the Group CEO, Vineet Bhalla, the Group Director of Human Resources, the interim Group Director of Human Resources, and the Communications Director 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.

Chair Appointment

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 was 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 was not involved in the selection process.

Existing Non-Executive Directors were asked if they wished to be considered for the role of Chair. It was agreed an external search process was suitable. As part of the external search process, the services of an executive search firm were 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 Group for the recruitment of senior executives, but does not have any other connection to the Group or with individual Directors.

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:

• 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 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 Ralph Findlay as its preferred candidate. Ralph, brings extensive drinks industry experience to the Company. Ralph held a senior role at Marston’s for 25 years and has a deep understanding of the beverage and hospitality sector in the UK, one of our core markets, and internationally. He also brings extensive listed company board experience.

Following the Committee’s recommendation and due consideration by the Board, Ralph Findlay was appointed our new Chair designate on 16 September 2021, joined the Board on 1 March 2022 and will succeed Stewart Gilliland on 7 July 2022. The Board is pleased to have recruited an individual with his experience and expertise to chair the Group.

Induction of New Board Members

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.

Chair Induction

The induction programme for Ralph Findlay has included meetings with senior management and operational and functional teams around the Group and was structured to help Ralph 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, Ralph has held a series of meetings including one to one sessions with Board colleagues, senior management, business unit and functional heads and has also undertaken visits to key locations in the Group. These visits gave Ralph an opportunity to meet with local management teams and other colleagues and to speak with them first hand and to listen to their views.

Arrangements will be made for Ralph to meet with the Company’s major shareholders to discuss areas of shareholder interest including performance and future opportunities following his appointment as Chair.

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.

Other Board Changes

In July 2021, we announced that Andrea Pozzi, Chief Operating Officer (‘COO’) and Jim Clerkin, Non-Executive Director, had each decided to step down from their respective Board roles, with effect from 1 September and 27 October 2021 respectively. The Group was pleased to announce that Andrea would remain with the Company and had agreed to take up the role of managing our combined GB businesses, aligning management structures and guiding us through a significant change programme of simplification and integration. The Company did not replace the Executive Director role of COO and current Board responsibilities associated with that position are being fulfilled by the remaining Executive Directors.

In addition, Jim Clerkin advised the Board that, as a consequence of his increased work responsibilities in the USA, he was finding it increasingly difficult to give the necessary time commitment required as a Non-Executive Director of the Company. After four years on the Board, Jim decided to take the decision to step down from his position in October 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.

Succession Planning

The Board plans for its own succession, with the support of the Committee. The Committee remains focused, on behalf of the Board, on 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.

As part of the Board changes in the course of the year, the Committee had reason to extensively consider succession planning for both Board and senior management roles. The Committee reviewed the management structures proposed in combining the GB businesses. Subsequently, the Committee have been engaged in reviewing succession plans, together with job evaluation and grading of roles across the entire Group, with the aim of creating a harmonised and consistent approach to succession planning across the Group.

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 Group’s ability to deliver its strategy.

As part of its review, the Committee considered the performance and independence of Vineet Bhalla, Jill Caseberry, 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 FY2022 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 Vineet Bhalla, Jill Caseberry, 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, the Group had regard to the sales made to Tesco plc, of which Stewart Gilliland is a Non-Executive Director. The Committee remains fully satisfied that that the relationship is free of conflict, given a non-executive position is held and Stewart Gilliland is not close to the negotiation of any contract between the two companies. In determining the independence of Jill Caseberry, the Group had regard to the products purchased from St Austell Brewery Company Limited, of which Jill Caseberry is a Non-Executive Director. The Committee remains fully satisfied this relationship is not material and has in no way impaired her independence. Additionally, in determining the independence of Emer Finnan, the Group had regard to the sales made to and products purchased from Britvic plc, of which Emer Finnan is a Non-Executive Director, and was satisfied that this in no way impaired her 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 having served eight years on the Board, and has concluded that Emer is independent in character and judgement and that there are no relationships or circumstances likely to affect (or which appear to affect) her judgement. The Committee is also satisfied that Emer 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 Group 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.

We have a Diversity and Inclusion Policy, which is published on the Company’s website. The Committee is satisfied that it supports the development of a more diverse workforce within the business and is 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. As at 28 February 2022, the percentage of female directors on the Board was 33%, as was the percentage of females on the Executive Committee. More details on workforce diversity can be found on page 113.

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.

In FY2022, we conducted a diversity and inclusion survey, “Getting to know you”, to better understand our colleagues and their needs, to gain their views on inclusion and wellbeing and to obtain identity (diversity demographics) data. Subsequently, the Committee received a presentation regarding proposals to establish in FY2023 employee relations groups in the areas of mental health and wellbeing, physical health and parents returning to work as one of a number of intended concrete and meaningful steps to reinforce our commitment to diversity and inclusion.

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.

Statistical gender diversity employment data for the Company as at 28 February 2022 is as follows:

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, the 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 FY2022 was carried out on an internal basis as part of the FY2022 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 98.

This report was approved by the Board of Directors on 17 May 2022.

Stewart Gilliland

Chair of the Nomination Committee

Diverse and Effective Board

The Board comprises 10 Directors, with a broad and complementary set of technical skills, educational and professional experience, nationalities, personalities, cultures and perspectives.

Board balance

Board Skills Matrix

	Executive Directors		Non-Executive Directors
Director	David Forde	Patrick McMahon	Stewart Gilliland	Vineet Bhalla	Jill Caseberry	Vincent Crowley	Ralph Findlay	Emer Finnan	Helen Pitcher	Jim Thompson	With skill Without skill
Independence				•	•	•	•	•	•	•
Core Industry	•	•	•			•	•		•
Senior Executive	•	•	•	•		•	•	•
Finance/Audit & Risk		•				•	•	•		•
Legal/Public Policy									•
Manufacturing/ Supply Chain			•	•	•		•
Communications/ Marketing/ Customer Service	•		•		•	•
International Markets	•	•	•		•	•		•	•	•
UK and Ireland Pubs Exp	•	•	•		•		•
M&A/Capital Markets	•	•	•				•	•		•
Digital/Technology				•