NOMINATION COMMITTEE CHARTER

PURPOSE
The Nomination Committee (the "Committee") is a Committee of the Adtrans Group Ltd (ADG) Board (the "Board"). The Committee's primary functions are to:
  • Assess necessary and desirable competencies of Board members;
  • Review Board succession plans;
  • Evaluate the Board's performance;
  • Evaluate the performance of Managing Director and the executive management team; and
  • Make recommendations for the appointment and removal of Directors.
SELECTION AND APPOINTMENT OF DIRECTORS
The Committee will ensure that collectively the Board has the required range of skills and expertise to fulfil its responsibilities, including:
  • Automotive retailing
  • Accounting and finance
  • Business management
  • Public company experience
The procedures for nomination and appointment of directors are governed by ADG Constitution, ASX Listing Rules and the Corporations Act. COMPOSITION
  • The Committee shall consist of a minimum of two (2) Directors of which one must be an independent Director.
  • A quorum shall be two (2) members, or any greater number determined by the Committee from time to time.
  • The duties and responsibilities of a member of the Committee shall be in addition to those duties set out for a Director of the Board.
CHAIRMAN
The Chairman of the Committee will be the person appointed as Chairman of the Board. Should the Chairman be absent from a meeting, the members of the Committee present at the meeting shall choose one of the other members of the Committee to chair that particular meeting.

FREQUENCY OF MEETINGS
  • The Chairman will call a meeting of the Committee if so requested by any member of the Committee.
  • As a minimum, the Committee shall meet once per year.
NOMINATION DUTIES
The duties of the Committee in relation to nomination matters include:
  • Determining the appropriate size and composition of the Board;
  • Developing criteria for selection of candidates for the Board in the context of the Board's existing composition and structure;
  • Making recommendations to the Board on the appointment and removal of Directors;
  • Developing a plan for identifying, assessing and enhancing Director competencies; and
  • Evaluating the performance of the Board and key executives.
INDEPENDENT ADVICE
The Committee shall have access to external professional advice as necessary, at the company's expense, with the approval of the Chairman, which will not be unreasonably withheld.

SECRETARY
The Company Secretary for ADG shall act as Secretary of the Committee.

VOTING
  • Matters arising for determination at Committee meetings shall be decided by a majority of votes of Directors present and voting and any such decision shall for all purposes be deemed a decision of the Committee.
  • In the case of equality of votes, the Chairman of the meeting, in addition to his deliberative vote, has the casting vote.
REPORTING
Proceedings of all meetings are minuted and signed by the Chairman or Chair of the Committee. Minutes of all Committee meetings will be provided to the subsequent Committee meeting.

REVIEW OF CHARTER
This charter is to be reviewed annually by the Corporate Governance Committee to ensure it remains consistent with the Board's objectives and responsibilities.

PUBLICATION OF CHARTER
This charter is to be made available to shareholders on the Company's website www.adtrans.com.au

April 2009