1 Report for Proposed Council Member

Report for proposed Council Member appointment and reappointment

The Nomination Committee (“The Committee”) received an overview of the Council members being proposed for appointment and reappointment at their meetings held between December 2018 and May 2019.

1. The Committee recommended the reappointment of the following individuals:

 Jean Church: July 2019 - AGM 2022  Rick Denton: July 2019 - AGM 2022  Brian Hall: July 2019 - AGM 2022  Roger Marsh: July 2019 - AGM 2022  Ellen Miller: July 2019 - AGM 2022  Sarah Soar: July 2019 - AGM 2022  Joan Stringer: July 2019 – January 2020  Paul Terrington: July 2019 - AGM 2022

2. The Committee recommended the ratification of the appointment of the following individual:

 Aidan O’Carroll: July 2019 - AGM2022

Biographies for each of the candidates are set out below:

Jean Church MBE

Jean Church is National Chair of the Institute of Directors (IoD), Wales. Director of My Business Lynq Ltd., a new business start-up, and an Ambassador for the Teenage Cancer Trust, she also sits on the Superfast Business Broadband Wales Panel and Commerce Cymru (Wales Social Partnership Unit). Jean provides senior executive mentoring through her own Consultancy Company. Jean has held Non-Executive Director roles together with a number of Director and Senior Executive roles in blue chip organisations prior to starting 2Win Consultancy Ltd. which she left in 2016. As Chair of IoD Wales, she has taken responsibility for promoting professionalism in business and focuses on better

directors, better business, better economy and better services. She was one of the first cohort in Wales to complete the Certificate and Diploma in Company Direction with the IoD. She is described as a driven, commercially astute, motivational leader and inspirational mentor. She has extensive experience of leading and developing teams in continuous improvement across multi-site retail, distribution and legal professional units. As a consultant she has worked across academia, manufacturing, distribution, property law, franchising, new start-ups, and professional institutes. Business re-organisation and restructuring has featured strongly in her commercial experience. She is passionate about the need for better understanding of governance, together with the role and responsibilities of a non-executive director at board level. She also believes that there is a need for senior executives to embrace digital exploitation at board level. Businesses that embrace technological innovation to optimise their productivity and success, both locally and internationally, will positively impact the country’s economy. She drives this message home as part of her IoD role to promote the high standards of excellence and professionalism within Welsh business. Jean’s reappointment as Council member is for three years until the AGM 2022.

Rick Denton PGCE, MBA, STEP

Rick has 30 years’ experience of leading UK and international financial businesses and managing development and change programmes in four major banking groups. In 2016 he completed a three-year assignment as CEO of a specialist family office business, Triangle Group, leading to their restructure. Now a director/NED working with family offices, their boards and specialist investment businesses to deliver on consulting or investment projects, he also locally chairs the Guernsey Banking Deposit Protection Scheme and is a director of Guernsey Electricity Limited. Through his employment with Coutts Group (NatWest), Bank of Bermuda (HSBC), Fortis and Barclays, Rick has considerable experience of board work in major corporations. As a leader of offshore private banking and fiduciary businesses, he has worked on the boards of private companies and regulated businesses including in the specialist areas of regulated investments, funds, pension funds, insurance, protected cell structures, property/hotels, intellectual property, social impact investments and technology. He has also worked with major family offices, participating in family boards and creating appropriate governance. As director and founder of Denton Lovel Associates, he has led consulting projects in strategic change, mergers and acquisitions, marketing, corporate governance, and training and development.

He is an Associate of the Chartered Institute of Bankers (now Institute of Financial Services), a Chartered Member of the Institute of Securities and Investments and a Member of the Society of Trust and Estate Practitioners (STEP), having attained the Diploma with distinction. He has also recently achieved the Henley Certificate in Executive Coaching and the Institute of Directors’ Diploma in Company Direction. He is an expert speaker at professional forums and academic bodies covering strategy, planning, strategic marketing, trends in the development of global fiduciary businesses, Indian and Asian business developments and corporate governance for family offices. Recent and current assignments include:  Director on the fiduciary company regulated boards of Barclays and of its PCC client structures.  CEO for a family office group, establishing their presence in Guernsey, with their business focused on property and direct company investments.  Chair of a Cayman based property investment platform owned by a Singapore based family office.  Advisor and board member for a UK based property and fund group.  Director and audit committee chair of the Global MENA Financial Assets Limited fund.  Advisor to an Indian family office business on formation of their investment funds.  International associate and advisor to the founder of a private equity investment business  Director of JOIN IP Ltd, an Intellectual Property advisory business.  Council member and international representative for the Institute of Directors, London.  Director and audit committee member of Guernsey Electricity Limited.  Chair of the Guernsey Banking Deposit Protection Scheme.

Outside work, Rick is a keen sportsman as a county tennis and padel-tennis player, regular golfer, skier and sailor. He enjoys games of strategy and has played tournament level chess. He was Chair of the Channel Islands Lawn Tennis Association for 15 years and will become a national LTA councillor in 2019. He is Treasurer of the Guernsey Island Games Association charity and is a volunteer and fundraiser for the Guernsey Cardiac Action Group. Rick’s reappointment as a Council member is for three years until the AGM 2022.

Brian Hall

Brian Hall, Chief Commercial Officer for BHSF, has been instrumental in their growth; increasing turnover from approximately £12 million to £44 million during his time with the business. A Chartered Director, Brian

was awarded the prestigious IoD West Midlands Director of the Year title in 2015. He was later appointed to the IoD’s National Council in June 2016, and sits on both the Corporate Governance Committee and the Brexit Committee which examines its impact on UK businesses. In June 2018, Brian was appointed Regional Chairman of Institute of Directors in the West Midlands.

Between 2010 and 2017, he has also served on the West Midlands Council of the CBI. In his career to date, Brian has assisted boards as diverse as social-lending businesses, environmental start-ups, as well as a non- league football club.

He is a keen promoter of diversity, particularly supporting women in business, and the role professional development can play in helping Directors build their businesses.

Brian’s reappointment as a Council member is for three years until the AGM 2022.

Roger Marsh, OBE

Roger Marsh has been Chair of the Leeds City Region Enterprise Partnership (LEP) since 2013 and during that time has led the LEP through a period of significant transformation, including securing the country’s largest ever Local Growth Deal with Government.

Roger chairs the recently formed NP11 which brings together the 11 Northern LEPs to work with the Northern Powerhouse Minister to support the Government’s vision for the Northern Powerhouse. He also chairs the Northern Powerhouse Investment Fund Strategic Oversight Board and the European Structural & Investment Fund Local Sub Committee. Before joining the LEP, Roger was Senior Partner at PwC and boasts over 30 years’ experience in the private sector. In 2015, he was awarded an OBE in the Queen’s birthday honours list for Services to Business and the Economy.

Roger’s reappointment as a Council member is for three years until the AGM 2022.

Ellen Miller

Ellen Miller is a Consultant and Executive Coach working with a range of organisations and business schools on executive and non-executive leadership and talent development, organisational culture and corporate governance.

Ellen’s current portfolio is derived from her time in Finance and in Higher Education over a 35-year career. She started her career in Investment Banking with experience ranging from Corporate Finance/M&A, to Debt Capital Markets, Fixed Income Research and Divisional Management. She also headed Graduate Recruitment and Early Stage Training and Development at Lehman Brothers, Europe where she was a Managing Director until 2008.

Ellen has worked at London Business School in a variety of roles since 2008 with Degree Students and Alumni. She ran the Career Centre for the School’s suite of Leadership Degree Programmes and was responsible for the career development of the School’s most senior and experienced students and alumni. She has served as lead coach for Executive Leadership for the Sloan Programme since 2018, working in close collaboration with Organisational Behaviour faculty. At LBS, Ellen is now a member of the E100, an angel investing and venture capital club, active in supporting start-ups and promoting entrepreneurs.

Most recently, Ellen was appointed as an Executive Advisor to Temporall, a digital business with a real-time data analytics platform to measure organisational health and workplace culture.

Ellen is a graduate of the University of Pennsylvania and holds dual nationality (US/UK). She is a graduate of the Meyler Campbell Business Coaching Programme and recognised as a certified practitioner by the British Psychological Society. She has served on a number of charitable, educational and development boards in the UK and Europe; including the Advisory Committee for Management Education at INSEAD, the Advisory Board of SDA Bocconi School of Management, Milan, the Bodleian Library of Oxford University, the Higher Education Funding Council of England’s Sub-Committee on Employability and Skills, the City of London Festival and Policy Exchange. She also served as Director and Treasurer of Women2Win from 2012-2015. Currently, she serves on the Council of the Institute of Directors and as a member of its Audit & Risk Committee.

Ellen’s Miller reappointment as a Council member is for three years until the AGM 2022.

Sarah Soar

Sarah’s career in wealth management has spanned over 30 years working for Brewin Dolphin, Seymour Pierce Butterfield and JM Finn. She is joining Hawksmoor Investment Management as CEO in October 2019. Sarah was Chairman of the Governors of St Francis School, Pewsey for 12 years and until recently Chairman of Marie Curie Spring Arts Committee. She is sits on the Board of PIMFA and chairs their Nomination Committee. A member of the Council of the IoD, she sits on the Nomination Committee and chairs the Governance Review Group. Sarah is married with two daughters and loves swimming, yoga, pilates and travel.

Sarah’s reappointment as a Council member is for three years until the AGM 2022.

Dame John Stringer DBE, CBE

Dame Joan Stringer is a British political scientist and former Principal and Vice Chancellor of Edinburgh Napier University, She was the first woman appointed to lead a Scottish university. Prior to that she was Principal of Queen Margaret University College Edinburgh and held senior appointments at The Robert Gordon University, Aberdeen. In her academic career she has championed internationalisation in education and is a strong believer in the need to strengthen business/university links. She has held numerous appointments outside academia including as Chair of the Northern Ireland Equality Working Group (part of the Belfast Agreement), a member of the Secretary of State’s Constitutional Steering Group on the establishment of the Scottish Parliament, Commissioner with the Equal Opportunities Commission, the Judicial Appointments Board for 6

Scotland, and the Human Fertilisation and Embryology Authority, the National Theatre of Scotland, and Chair of Community Integrated Care (UK). She is currently Chair and Independent non-executive director of a range of private, arts and not-for-profit organisations, including City Facilities Management Holdings, Capital Theatres, European Women on Boards and Senior Independent Council Member of the Institute of Directors. In addition, Dame Joan acts as adviser to a number of public and private bodies on governance and strategy and mentors senior executives. Joan’s reappointment as a Council member is for six months until January 2020.

Paul Terrington

Paul sits on PwC’s UK Management Board as Head of Regions. He has also been Regional Chairman of PwC in Northern Ireland since 2011 and has led the establishment and growth of their Belfast office as an innovation, technology and service delivery hub for the firm in the UK and globally. It is now their largest office outside London, with over 2,000 people.

Paul holds an LLB (Hons) Degree in Law from University of Reading and a Postgraduate Diploma in HR Management from University of Ulster. His client-facing background is in large-scale public sector transformation programmes and organisational governance and change across private businesses.

He is a member of the Council of the Institute of Directors in the UK and past Chair of Institute of Directors in Northern Ireland. He is current Chair of Ulster Rugby Management Committee and previous Chair of NI Hospice capital appeal fund. He is now a Northern Ireland Hospice Ambassador.

Paul’s reappointment as a Council member is for three years until the AGM 2022.

Aidan O ‘Carroll

Aidan O ‘Carroll is a senior partner at Global accounting firm Ernst and Young (EY).

He returned to Scotland in 2017 after 17 years working in both national and global leadership roles at EY. His most recent global role was to lead the $2 billion Global Compliance and Reporting business.

In that role he has interacted with many countries governments and institutions as well as local and multi- national businesses.

Now based in Scotland, where his focus at EY is to work with the broader entrepreneurial community, he is also engaged with Scottish Government across a number of policy areas.

Aidan is also Senior Independent Director at ABE , a not for profit organisation based near London , which is an international awarding body dedicated to delivering education for entrepreneurs in developing countries.

Aidan is a Chartered Accountant and is a member of ICAS.

Having been appointed as Chair of IoD in Scotland , he is focused on working with IoD nationally on transforming the business model and growing IoD’s membership and profile in Scotland , working with the Executive and extensive volunteer network across the country.

Aidan O’Carroll has been appointed as a Council member for three years until AGM2022.

Term of office: Under the current Constitution, all Elected Council Members are entitled to hold office until the third AGM following their election, unless terms of a shorter duration have been agreed with the individual Council Member. Re-election can be sought for a further term and, in exceptional circumstances, a third consecutive term may be sought.