Ultra Electronics Holdings PLC

Terms of Reference of the Nominations Committee

1. CONSTITUTION

The Board has resolved to establish a Committee of the Board to be known as the Nominations Committee.

2. PURPOSE OF COMMITTEE

(a)	to keep under review the structure, size and composition of the Board, and
(b)	to make proposals to the Board regarding the appointment of new directors and Committee chairmen.

3. MEMBERSHIP

The Committee is appointed by the Board and comprises the non-executive directors of the Company, together with the Chief Executive.

The Chairman of the Committee is the Company Chairman, although he will not chair the Committee when it is considering an appointment of his successor.

4. ATTENDANCE AT MEETINGS

A quorum is three members. No meeting may be held validly unless all members of the Committee have received notice thereof. Whenever it is practicable meetings are arranged so that all Committee members and the Committee Secretary can be present.

The Company Secretary is the Secretary of the Committee.

5. FREQUENCY

Meetings take place as required.

6. AUTHORITY

The Committee is authorised by the Board to investigate any activity within its terms of reference.

The Committee is authorised by the Board to obtain outside legal or professional advice and the secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

All decisions of the Committee in respect of the appointment of Directors or Committee Chairmen are referred to the Board of Directors. The Board has the power to approve or reject without modification such decisions which take effect oniy upon approval thereof by resolution of the Board at a meeting which is properly convened and constituted within the Company‚s Articles of Association. No Director is entitled to vote or be counted in the quorum in respect of any resolution relating to his own appointment.

7. ROLE AND RESPONSIBILITIES

The responsibilities of the Committee are:

(a)	regularly to review the structure, size and composition of the Board and make recommendations to the Board with regard to any changes;
(b)	to define and agree the role and capabilities required for a particular Board position;
(c)	to identify and recommend the appointment of new executive and non- executive directors to the Board;
(d)	at the time of appointment and annually thereafter, to review the time that non-executive directors are required to devote to their duties and the time actually spent;
(e)	to ensure that, on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them;
(f)	to recommend to the Board the re-appointment of any non-executive director at the conclusion of their specified term of office;
(g)	to recommend to the Board the proposal that directors retiring by rotation he submitted for re-election by the shareholders;
(h)	to endorse the statement in the annual report about the activities of the Committee, the process used for appointments, the membership of the Committee and attendance over the course of the year;
(i)	to recommend the appointment of Chairmen of the Remuneration and Audit Committees to the Board; and
(j)	to recommend the appointment of any director to executive or other post, other than to the positions of Chairman and Chief Executive, whose appointment is a matter for the main Board.

8. REPORTING PROCEDURES

The Secretary circulates the minutes of meetings to all members of the Committee.