Role of the Nomination Committee The Nomination Committee is a sub-committee of the board whose purpose is to advise the board on the appointment and, if necessary, dismissal of executive and non-executive directors. The full terms of reference of the Nomination Committee are provided on the company’s website at www.matthey.com.
Composition of the Nomination Committee The Nomination Committee comprises all the independent non-executive directors together with the group Chairman. The quorum necessary for the transaction of business is two, each of whom must be an independent non-executive director. Biographical details of the independent directors and the group Chairman are set out in the Board of Directors section. Their remuneration is set out in the Remuneration Report.
The group Chairman acts as the Chairman of the Committee, although the group Chairman may not chair the Committee when it is dealing with the matter of succession to the Chairmanship of the company. A non-executive director may not chair the Committee when it is dealing with a matter relating to that non-executive director.
Only members of the Committee have the right to attend Committee meetings. However, other individuals, such as the Chief Executive, the Director of Human Resources and external advisers, may be invited to attend for all or part of any meeting as and when appropriate.
The Company Secretary is secretary to the Committee.
The Committee has the authority to seek any information that it requires from any officer or employee of the company or its subsidiaries. In connection with its duties, the Committee is authorised by the board to take such independent advice (including legal or other professional advice, at the company’s expense) as it considers necessary, including requests for information from or commissioning investigations by external advisers.
Main Activities of the Nomination Committee The Nomination Committee met once during the financial year ended 31st March 2008. On 2nd October 2007 the Nomination Committee met to consider non-executive succession given the pending retirement from the board of two of the independent non-executive directors, Mr Mackay and Mr Dearden, on 31st March 2008. The meeting considered further terms for each of Mr Strachan, Mr Thomson and Mr Walvis, who would reach six years’ service on the board on 22nd January, 23rd September and 23rd September 2008 respectively. After review, taking into account the need to ensure the planned and progressive refreshing of the board and to maintain an appropriate balance of skills and experience, the Committee agreed to recommend to the board that Mr Strachan, Mr Walvis and Mr Thomson be appointed at the end of their then current terms for further terms to 31st March 2009, 23rd September 2010, and 23rd September 2011 respectively. The board approved the recommendations at its meeting on 27th November 2007. The Committee went on to consider the requirement for the appointment of a new non-executive director on the proposed retirement of Mr Strachan on 31st March 2009 given the need to ensure that at least half the board, excluding the Chairman, should comprise non-executive directors determined by the board to be independent. The Committee also considered the process to be followed for the board to appoint one of the independent non-executive directors to be the Senior Independent Director in the place of Mr Mackay on his retirement from the board on 31st March 2008 and to identify a replacement for Mr Mackay as Chairman of the Management Development and Remuneration Committee.
The Nomination Committee met on 1st April 2008 to discuss and make recommendations to the board for the appointment of a Senior Independent Director and Chairman of the Management Development and Remuneration Committee following the retirement of Mr Mackay. After full discussion, taking into account all relevant factors and considering the corporate governance and Combined Code background to the proposed appointments (including the role of the Senior Independent Director under the Combined Code), the Committee agreed to recommend to the board that Mr Thomson be appointed Senior Independent Director and that Mr Walvis be appointed Chairman of the Management Development and Remuneration Committee. The board approved the recommendations at its meeting on 1st April 2008 and the appointments were announced on that day. The Committee went on to discuss and agree the process for the selection and appointment of a replacement for Mr Strachan, who will be retiring from the board on 31st March 2009, including the proposed use of search consultants. The Committee discussed the relevant factors which would be important in bringing experience to and ensuring balance on the board. The Nomination Committee met again on 28th April 2008 to review the selection process further.
On behalf of the Committee:
Sir John Banham Chairman of the Nomination Committee
