Nomination Committee report

The following Directors served as members of the Nomination Committee (‘the Committee’) during the year:

A majority of the Committee has been determined by the Board to be Independent Non-Executive Directors for the purposes of the 2010 Governance Code.

Role of the Nomination Committee

The key responsibilities of the Committee under its terms of reference are to:

• regularly review the structure, size and composition of the Board, including the skills, knowledge, diversity and experience of the Board, and make recommendations to the Board with regard to any changes;
• identify and nominate, for the approval of the Board, candidates for new Board appointments;
• in relation to appointments to the Board, consider candidates on merit, against objective criteria and with due regard for the benefits of diversity and also consider the candidate’s ability to devote sufficient time to discharge their responsibilities effectively;
• consider succession planning for Executive and Non-Executive Directors to ensure that this is managed in a timely manner; and
• 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.

The terms of reference of the Committee are available on Shire’s website at www.shire.com.

Nomination Committee activities

The Committee met five times during 2010. The attendance record is set out in the Corporate Governance report. At the invitation of the Committee, Mr Russell attended all meetings.

During 2010, the business reviewed by the Committee included:

• the selection and engagement of search agencies to help the Committee identify potential new Board candidates. In engaging search agencies the Committee requests that the agency takes account of Board diversity in their search for potential Board candidates;
• a review of the composition of the Board, its diversity and the balance of skills and experience on the Board;
• succession planning for the Board;
• an evaluation of the Committee’s performance to ensure it is operating effectively;
• recommendations to the Board concerning the re-appointment of Non-Executive Directors whose terms of office expired during the year; and
• a review of the Committee’s terms of reference and recommendation of any changes.

During the year the Board considered and agreed with the Nomination Committee’s recommendations that Dr David Ginsburg, William Burns and Anne Minto join the Board as Non-Executive Directors.

New Non-Executive Directors receive a customized detailed induction program which takes account of their particular experience and backgrounds. This program includes meetings with senior management.

David Kappler
Chairman of the Nomination Committee