Terms of Reference for the Nominations Committee

easyJet plc
Nominations Committee Terms of Reference
Approved (December 2005)

Introduction

These Terms of Reference have been produced to identify and formalise the roles, tasks, responsibilities and rights of the Nominations Committee, (‘the Committee’), for compliance with the UK guidance on corporate governance, (the ‘Combined Code’), and to assist the Committee in achieving best practice in corporate governance. The board of directors of easyJet plc is referred to as ‘the Board’.

Objectives

The primary function of the Committee is to make recommendations to the Board of appointments to the Board.

The Committee's primary duties and responsibilities are to:

• consider, at the request of the Board or the Chairman of the Board, the making of any appointment or re-appointment to the Board, whether of executive or non-executive directors;
• establish and carry out a formal selection process of candidates and provide advice and recommendations to the Board or the Chairman of the Board (as appropriate) on any such appointment.

Membership

The members of the Committee shall be at least three non-executive directors.

The members (as at December 2005) are Sir Colin Chandler, David Bennett and Dawn Airey and Prof Rigas Doganis.

The Chairman of the Committee, as appointed by the Board, is Sir Colin Chandler.

Secretary

The secretary of the Company shall be the secretary of the Committee.

Meetings

Attendance

The quorum of the Committee shall be two members.

The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary and for the Chief Executive to be co-opted as a committee member for the purposes of participating in the formal selection process.

Frequency

The Committee shall meet as and when necessary.

Minutes

Minutes of meetings of the Committee shall be prepared within two weeks of the meeting and circulated to all members of the Board.

Authority

The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

The Committee is authorised by the board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. Expenditure on this will be approved in advance by the Chief Executive.