Annual Report for the year ended 31 December 2008

Directors attend certain parts of meetings of the Remuneration Committee
by invitation but do not attend discussions on their own remuneration.
The Terms of Reference for the Committee comply with the Combined
Code and are available for inspection at the Company's registered office
and at the Annual General Meeting. A summary of these Terms is also
on the Group’s website: www.evgplc.com. The duties of the Committee,
as set out in its Terms of Reference, include:
• delegated responsibility to agree and recommend remuneration policy;
• responsibility for setting the remuneration of the Executive Directors,
Chairman and senior management;
• formulating suitable performance related criteria for any element of
Executive Director remuneration, Chairman and senior management
and making recommendations to the Chairman regarding bonuses or
performance related remuneration;
• advising and determining all performance related formulae relevant to
Directors remuneration and to consider the eligibility of Directors for
annual bonuses and benefits under long-term incentive schemes;
• administering and granting share options under the Company’s share
option schemes;
• ensuring that regulatory disclosure requirements regarding
remuneration are met;
• reviewing the policy or authorising claims for expenses from the CEO
and Chairman; and
• responsibility for selecting and appointing remuneration consultants
who advise the Committee.
The Chairman of the Remuneration Committee reports the Committee’s
findings to the Board at the following Board meeting. Further details of
how these responsibilities are executed and the Group's policies on
remuneration, service contracts and share options are given in the
Directors' Remuneration Report on pages 31 to 38.
Details of professional advice received on remuneration issues can be
found in the Directors’ Remuneration Report on pages 31 to 38.
Nomination Committee
The Chairman of the Group who is joined by the other Non-executive
Directors, other than peter Gibbs, chairs the Nomination Committee.
The Nomination Committee met twice during 2008. Attendance at the
Committee meetings is set out on page 24.
The Terms of Reference for the Committee comply with the Combined
Code and are available for inspection at the Company's registered office
and at the Annual General Meeting. A summary of these Terms are on
the Group’s website: www.evgplc.com. The Nomination Committee is
responsible for all elements of the nomination process for the Executive
and Non-executive Directors of the Company. The duties of the
Committee, as set out in its Terms of Reference, include:
• reviewing regularly the Board structure, size and composition to
ensure orderly succession planning and making recommendations to
the Board with regard to any adjustments that are deemed necessary;
• identifying and nominating candidates for the approval of the Board
and putting in place plans for succession;
corporaTe governance CONTiNuED
28 THE EvOluTiON GROup plC ANNuAl REpORT & ACCOuNTs 2008
• evaluating the balance of skills, knowledge and experience on the
Board prior to making an appointment and determining the role and
capabilities required for a particular appointment;
• making recommendations to the Board for the continuation in service
of an Executive Director, for the re-election of Directors who are
retiring by rotation and on the appointment of Directors to the relevant
committees; and
• reviewing annually the time required from a Non-executive Director
and whether time commitments are being satisfactorily fulfilled.
The Chairman of the Nomination Committee reports the Committee’s
determinations to the Board at the following Board meeting and is
available to report to shareholders at each Annual General Meeting.
During the year, the Nomination Committee discussed succession
planning for the Board. The Nomination Committee follows a process
for nominating candidates for Board appointments which involves
considering the structure, size and composition of the existing Board,
determining a description of the role and capabilities required, drawing
up a shortlist of candidates, holding a series of one-to-one meetings
between the candidates and Non-executive Directors, and then
candidates meeting with all members of the Board. in 2008 the
Committee used external consultants to assist with the search for both
Executive and Non-executive Directors. Future appointments will follow a
similar process, with consideration given to whether external advertising
or external advice is required.
The terms of appointment of Non-executive Directors are detailed in
the Directors’ Remuneration Report on pages 31 to 38. The terms of
appointment and time commitments of Non-executive Directors are
available for inspection at the Company’s registered office.
environmental, social and governance (“esg”)
The Director with responsibility for the EsG policy is the Finance Director
and in his absence the Chief Executive Officer. EsG issues will be
regularly considered by the Board to identify, assess and manage the
significant risks and opportunities affecting the Group’s long and shortterm
value arising from its handling of EsG matters, as well as
opportunities to enhance value that may arise from an appropriate
response. The Group’s approach to EsG issues reflect our businesses as
a service provider and investment bank. The Board takes account of the
significance of environmental, social and governance matters on the
business of the Company. it has processes in place to identify and
mitigate all material risks to the short and long-term value of the Group,
and is always seeking to enhance value by wholly reasonable means.
The Board is to introduce a programme of internal review by the Chief
Operating Officers of its businesses that consider EsG issues. The Board
has identified no EsG related risks that may significantly affect the
Group’s short or long-term value although is currently embarking on a
cost reduction programme which has already identified costs savings,
a product of which will have a positive effect on the environment by
consolidating our procurement practices.
The Environment
The Board considers the Group makes the appropriate provision for
environmental issues appropriate to the size of the Group and the
financial services sector in which it operates. The Group has a formal
environmental policy, which is available to all employees through the
Group intranet site. Our policy includes the implementation of
reasonable measures to comply with relevant environmental legislation,
that appropriate steps are taken to minimise negative environmental
impacts and to conserve natural resources, the development of