The Board Diversity Policy (the “Policy”) sets out the approach to diversity for the Board of Directors and/or the Members’ Committee (the “Board”) of the UK P&I Club (the “Club”).
2. Scope of Application
The Policy applies to the Board of UK (Europe), the Board of UK (Bermuda), the Board of UK (London), the Board of UKNV, and the Members’ Committee (MEMCO); together these entities are jointly referred to as “the Club”.
3. Policy Statement
The Board acknowledges the benefits of diversity, including gender, age, race, disability, sexual orientation, trans-gender status, national or ethnic origin, religion or belief diversity, and is committed to ensuring that the Club’s Directors bring a wide range of skills, knowledge, experience, background and perspectives to the Board. All appointments are made against objective criteria (including eligibility criteria set out in the Club’s Articles of Association) in the context of the overall balance of skills and background that the Board needs to maintain in order to remain effective.
4. The Objective
Diversity will be taken into consideration when evaluating the skills, knowledge and experience desirable to fill each Board vacancy. Board Directors are required to be fit and proper, namely their professional qualifications, knowledge and experience are adequate to enable sound and prudent management (fit) and they are of good repute and integrity (proper). As a Club serving the global shipping community, the Board must be representative of the membership geographically, by type of ship and size of fleet.
The Club’s Diversity Policy sets out the process to be followed by the Nominations Committee (NOMCO) during the approval process in order to attract a diverse range of eligible candidates from within the Club membership, from which Directors are appointed, who would enhance the balance of skills and backgrounds on the Board. We aspire to have a Board that is representative of the shipping industry worldwide but do not feel it necessary at the moment to set specific targets.
The Nominations Committee will build on the continued diversity of the Board in all aspects by ensuring an appropriate emphasis on diversity of skills and background, independence of approach and other personal qualities in addition to career experience and compatibility with the values and behaviours of existing Board members, with a view to enhancing the overall effectiveness of the Board.
5. Responsibilities of NOMCO
5.1 Review of Board Composition
NOMCO is required to review regularly the structure, size and composition of the Board (including the balance of skills, knowledge, and experience) and make recommendations to the Members’ Committee (MEMCO) for any changes. MEMCO will consider this Policy in undertaking such a review.
5.2 Appointment Process
NOMCO will build on the continued diversity of the Board in all aspects mentioned in this Policy by ensuring an appropriate emphasis on diversity of skills and background, independence of approach and other personal qualities in addition to career experience and compatibility with the values and behaviours of existing Board members, with a view to enhancing the overall effectiveness of the Board.
5.3 Succession Planning
NOMCO is responsible for formulating succession plans for Directors. Furthermore, towards the end of the fixed term of each Director, NOMCO considers whether to recommend to MEMCO the re-appointment of the Director concerned.
In carrying out these responsibilities, NOMCO will have regard to this Policy and the composition and skills requirements of the Board at that time.
5.4 Monitoring and Reporting
NOMCO will report annually, in the corporate governance section of the Club’s annual report, on the process it has used in relation to Board appointments. The report may include a summary of this Policy.
6. Responsibilities of the Chairman and the Board
6.1 Board Evaluation
The Chairman of the Club will ensure that Board diversity is considered as part of the annual evaluation of the Board’s effectiveness.
6.2 Development and Mentoring
The Board will ensure that a bespoke induction programme is provided to each new Director which aims to address any gaps in the new Director’s knowledge.
7. Review of the Policy
NOMCO will review the Policy annually. This review will include an assessment of the effectiveness of the Policy and recommend any revisions to the Board for approval.
Updated March 2020