I am pleased to present the Directors’ Nominations Committee Report for the year ended 31 March 2024.

The Nomination Committee was established on 26 February 2024. The other members of the Nomination Committee that I chair are Paul Le Page (appointed on 21 November 2023), Jo Peacegood, Josephine Bush, Patrick Firth and Caroline Chan (appointed on 11 April 2024). Given the small size of the Board, all members of the Board are members of the Nomination Committee. The Nomination Committee must meet at least once per year pursuant to its terms of reference.

Appointments to the Board

The Nomination Committee oversees the recruitment process, which includes the use of a firm of Non-Executive Director recruitment consultants.

When considering new appointments, the Committee takes into account other demands on the candidates’ time. In advance of joining the Board, new Directors are asked to disclose any existing significant commitments with an indication of the time involved and to confirm that they are able to allocate sufficient time to the business of the Company and that there are no situations where they have, or could have, a direct or indirect interest that conflicts, or possibly could conflict, with the Company’s interests. At the time of appointment, a new Director receives a letter of appointment that sets out their duties and obligations. Copies of the letters of appointment of the current Directors are available for inspection at the Company’s registered office and at each AGM.

An induction programme for new Directors is in place. This includes meetings with the senior members of the NextEnergy Group team involved in the management of the Company, and from the Administrator, as well as visiting at least one of the Company’s solar PV assets.

Details of changes to the Board during the year under review can be found under ‘Board Composition, Independence and Succession’ above.

Appointments During the Year

During the year, Paul Le Page was appointed to the NESF Board, and Caroline Chan’s appointment to the Board was announced (taking effect from 1 April 2024), following a recruitment process that was led by a third-party recruitment firm OSA Recruitment. Kevin Lyon retired from the Board following the Company’s AGM held in August 2023 and Vic Holmes retired on 31 December 2023.

Key Activities During the Year

Prior to the establishment of the Nomination Committee, the Remuneration and Nomination Committee key activities are noted within the Remuneration Committee Report on page 94. This Nomination Committee Report was approved by the Nomination Committee on 18 June 2024 and signed on its behalf by Helen Mahy, Nomination Committee Chairwoman 18 June 2024.