The Terms of Reference of Johnson Matthey's Nomination Committee
1. Purpose and Duties
The Committee shall be responsible for advising the Board on the appointment and, if necessary, the dismissal of executive and non-executive directors.
2. Constitution and Membership
(1) The Committee is a Committee of the Board.
(2) Members of the Committee shall be appointed by the Board.
(3) The Chairman of the Committee shall be the Chairman of the Company unless the Board appoints an independent non-executive director of the Company to be Chairman of the Committee.
(4) Members of the Committee other than the Chairman shall be independent non-executive directors of the Company.
(5) The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the Chairmanship of the Company.
(6) A non-executive director of the Company shall not chair the Committee when it is dealing with a matter relating to that non-executive director.
(7) The Committee shall be made up of at least three members.
(8) 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 Director of Human Resources shall act as the Secretary of the Committee.
The quorum necessary for the transaction of business shall be two each of whom must be independent non-executive directors.
5. Frequency of Meetings
The Chairman of the Committee shall call meetings of the Committee as necessary from time to time.
6. Notice of Meetings
(1) Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of the Chairman of the Committee.
(2) Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.
7. Minutes of Meetings
(1) The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
(2) Minutes of Committee meetings shall be circulated to all members of the Committee and to the Chairman of the Board and, once agreed, to all other members of the Board, unless a conflict of interest exists.
8. Annual General Meetings
The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee's activities.
The Committee shall have 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. The Committee will inform the rest of the Executive as necessary of such requests.