Report of the Directors
Governance

Nomination Committee Report

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“The Nomination Committee has an important role to play in ensuring that Johnson Matthey has a board of directors with the right balance of individual skills and experience.”

Tim Stevenson
Chairman of the Nomination Committee

Role

The terms of reference of the Nomination Committee are summarised in the Corporate Governance Report. They can be found in full in the Investor Relations / Corporate Governance section of our website or may be obtained from the Company Secretary.

Composition

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.

The group Chairman acts as the Chairman of the Nomination Committee, although he does 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 meetings. However, the Chief Executive and the Group Director, Human Resources, as well as external advisers and others, 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 also authorised by the board to take such independent advice (including legal or other professional advice, at the company’s expense) as it considers necessary. This includes requesting information from, or commissioning investigations by, external advisers.

Meeting Frequency

Meetings are held on an ad hoc basis, usually immediately prior to or following a board meeting, but on other occasions as may be needed.

Main Activities in the Year

The Nomination Committee met six times during the year ended 31st March 2013, on the following dates, and it conducted the following business:

Meeting date Main activities
31st May 2012
  • Reviewed progress in respect of the search for a new non-executive director in view of the prospective retirement from the board of Sir Thomas Harris in July 2012, noting the previously agreed specification, including the desirability of a technology background.
  • Reviewed a long list of candidates put forward by the appointed external executive search consultants, Russell Reynolds Associates.
24th July 2012
  • Received an update from the Chairman on progress on the appointment of a new non-executive director.
3rd October 2012
  • Noted that a preferred candidate, Mr Colin Matthews, had been identified. Considered further the background, reports on and references of Mr Matthews and noted that he would bring engineering and technology experience to the board.
  • Agreed to recommend to the board the appointment of Mr Matthews as a new non-executive director. (The board accepted the recommendation and Mr Matthews was appointed on 4th October 2012).
  • Having considered the desirability of diversity (including gender diversity) on the board, agreed to continue the search process for a further non-executive director through Russell Reynolds Associates, with a remit to conduct a search with a strong preference for suitable female representation on the short list of candidates.
19th November 2012
  • Noted that Russell Reynolds Associates had prepared an initial long list of candidates and confirmed a strong preference for suitable female candidates to be put forward in an all female short list.
29th January 2013
  • Considered an all female short list.
26th March 2013
  • Noted that a preferred candidate, Odile Desforges, had been identified. Considered further the background reports and references of Ms Desforges and noted that she would bring significant experience and knowledge of the automotive industry to the board.
  • Agreed to recommend to the board the appointment of Ms Desforges as a new non-executive director, subject to further meetings taking place between Ms Desforges and some of the directors.
  • Considered and agreed extension to the terms of appointment as non-executive directors of Michael Roney (to 31st May 2016) and Dorothy Thompson (to 31st August 2016).
  • Considered executive director succession.

Since 31st March 2013, the Nomination Committee met further, on the following date, and it conducted the following business:

Meeting date Main activities
3rd June 2013
  • Further considered executive director succession and agreed to recommend to the board the appointment of John Walker as an executive director with effect from 9th October 2013 and certain changes to executive director responsibilities.
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