Nomination Committee Terms of Reference
1. Constitution
The Nomination Committee (the “Committee”) is established as a committee of the Board of Directors (the “Board”) of Shire plc (the “Company”).
2. Membership
2.1. The Committee shall consist of at least three members, each of whom shall be appointed by the Board and the majority of whom shall be independent non-executive directors.
2.2. Committee members will hold office for an initial period of up to two years, subject to continuing as a director of the Company and will hold office for such duration as may be determined by the Board.
2.3. The Board may elect a Chairman of the Committee and determine the period for which he is to hold office. If no such Chairman shall have been appointed, or if at any meeting the Chairman is not present within a reasonable time from the time appointed for holding the meeting, the members present shall choose one of their number to act as chairman of the meeting.
2.4. If any member of the Committee is unable to act for any reason, the Chairman of the Committee may appoint any other non-executive director of the Company to act as alternate for that member, having due regard to the requirement that the majority of the members must be independent non-executive directors.
3. Secretary
The Company Secretary or their nominee shall act as Secretary of the Committee.
4. Quorum
The quorum necessary for the transaction of the business of the Committee shall be two members, both of whom must be independent non-executive directors. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
5. Frequency of Meetings
Meetings shall be held upon request of any member of the Committee and shall be arranged by the Secretary of the Committee.
6. Conduct of Business
The Committee shall conduct its business as it thinks fit. Decisions of the Committee shall be by majority decision. In the case of an equality of votes, the Chairman of the Committee shall have a second or casting vote. Save as otherwise required by these terms of reference or agreed by the Committee all provisions relating to the conduct of business of the Board in the articles of association from time to time of the Company shall equally apply to the conduct of business of the Committee.
7. Attendance at Meetings
Only members of the Committee have the right to attend Committee meetings. Other members of the Board who are not members of the Committee and individuals such as the Head of Human Resources and external advisers may be invited to attend all or part of any meeting, as and when appropriate.
8. Duties
The Committee shall :
(a) be responsible for identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as and when they arise;
(b) before an appointment is made, evaluate the balance of skills, knowledge and experience on the Board and, in light of this evaluation, identify the capabilities required for a particular appointment. The Committee should (i) consider candidates from a wide range of backgrounds, (ii) consider candidates on merit and against objective criteria ensuring that candidates will have sufficient time to devote to the position, and (iii) where appropriate, use open advertising or external advisors to facilitate the search;
(c) have regard to succession planning for executive and non-executive directors taking into account their performance and ability to contribute to the Company;
(d) make recommendations to the Board concerning the re-appointment of any non-executive director at the conclusion of their specified term of office, having regard to their performance and ability to continue to contribute to the Board in light of the knowledge, skills and experience required;
(e) make recommendations to the Board concerning any matters relating to the continuation in office of any director at any time (including their suspension or termination of service);
(f) regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any changes; and
(g) consider any other matters referred to the Committee by the Board.
9. Other
9.1 The Committee Chairman shall report formally to the Board on the Committee’s proceedings after each meeting.
9.2 The Committee shall, once a year, consider its own performance, membership and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes necessary to the Board for approval.
9.3 The Committee shall make any recommendations to the Board it deems appropriate on any areas within its terms of reference where action or improvement is needed.
10. Authority
10.1 The Committee is authorised to investigate any activity within its terms of reference.
10.2 The Committee is authorised to seek any information it requires from any employee of the Company in order to performs its duties.
10.3 In connection with the performance of its duties, the Committee is authorised to obtain outside legal or other independent professional advice and to secure the attendance of external professional advisers at its meetings if it considers this necessary.
11. Minutes
11.1 The members of the Committee shall cause minutes to be made of all resolutions and proceedings of the Committee including the names of all those present and in attendance at meetings of the Committee.
11.2 The Secretary of the Committee shall circulate the minutes of meetings of the Committee to all members of the Committee and as requested, or where relevant, once they have been agreed, to all members of the Board and to other advisers of the Company.
12. Annual General Meeting
The Chairman of the Committee shall attend the Company’s Annual General Meeting to answer shareholders’ questions about the Committee’s activities.
February 2010
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