| ||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
During the financial year ended 31st March 2007, the Nomination Committee conducted a process to identify additional non-executive directors for the company with the assistance of external search consultants. Open advertising was not used. The Nomination Committee met three times during the year in connection with the selection process. The Committee met on 20th November 2006 to review the selection process, on 23rd January 2007 at which it recommended the appointment of Mr M J Roney to the board, and on 27th March 2007 at which it recommended the appointment of Mrs D C Thompson to the board. As announced on 16th April 2007, Mr Roney joined the board as a non-executive director with effect from 1st June 2007. As announced on 30th May 2007, Mrs Thompson will join the board as a non-executive director with effect from 1st September 2007.
On behalf of the Committee:
Sir John Banham
Chairman of the Nomination Committee