## 2.7 Nominations Committee: 

## RECOMMENDATION 2.4 – NOMINATIONS COMMITTEE 

The Board has established a Nominations Committee. The Company has posted the Committee’s charter to the Corporate Governance section of its website: www.mineralresources.com.au 

## Composition 

The Committee has three directors, the majority of whom are Non-executive Directors. Mr Flynn, an independent Non-executive Director, is the Committee Chairman. Membership of the Nomination Committee is included in the Directors’ Report. 

## Roles and responsibilities 

The role of the Nomination Committee is to assist and advise the board in fulfilling its responsibilities to members of the company on: 

• matters relating to the composition, structure and operation of the board; 

• matters relating to senior executive selection and performance; and 

• other matters as required. 

The Board Nomination Committee is not a policy making body, but assists the Board by implementing Board policy and recommending nominations which require Board approval. 

## Board objectives 

The objectives to the Committee include: 

• Providing assurance that the Board has the effective composition, size and commitment to adequately discharge its responsibilities and duties. 

• Conducting searches for new Board members and recommending preferred candidates to the Board. 

• Assessing the extent to which the necessary and desirable competencies are represented on the Board. 

• Recommending required Board competencies, number and profiles of Board members. 

• Ensuring that Board succession plans are in place to maintain the required competencies, number and profiles of Board members. 

• Review the nominations received from members who wish to be appointed to the Board in accordance with the preferred criteria and guidelines set out below. 

• Continually monitor Board membership and structure to ensure that there is appropriate representation on the Board from across the membership. 

• Maintaining a process for evaluating the performance of the Board. 

## Managing director and senior executive objectives 

The objectives of the Committee include: 

• Conducting searches for the Managing Director and senior executives and recommending preferred candidates to the Board. 

• Ensuring that succession plans are in place. 

• Evaluating the performance of the Managing Director and senior executives. 

In discharging their responsibilities, the committee members have a duty to act in the best interest of the Company as a whole, irrespective of personal, professional, commercial or other interests, loyalties or affiliations and to take the Company’s interest into consideration with candidates for Board members. 

## Nomination criteria 

When reviewing a nomination for directorship, the Nomination Committee must take into account: 

• The level of seniority in the nominee’s workplace. 

• Previous and other directorial experience. 

• The level of further education undertaken by the nominee. 

• The standing of the nominee in the community. 

• Qualifications. 

• Skills set of the nominee to complement the skill set of the Board. 

• Industry/professional sector of the nominee to ensure diversity on the Board, keeping in mind the composition of the membership at large. 

• Consideration of their experience as a recognised thought leader and team player. 

• Declared/ apparent conflict of interest. 

• Any other attributes that the nominations committee believes will benefit the Company. 

