Nomination Committee - Terms Of Reference

Purpose

The Nomination Committee (“the Committee”) is a Committee of the Ten Network Holdings Limited Board created to assist the Board in the effective discharge of its responsibilities for:

• Board composition and succession, including nomination of non-executive directors to the Board; and
• Board performance including performance reviews.

Membership

The Committee will consist of each of the members of the Board of the Company. Its Chairman is John Studdy.

The Committee meets at least annually or more frequently as required.

Three directors shall constitute a quorum.

Responsibilities

To consider and make recommendations to the Board concerning:

(a) the composition of the Board, including;

• the mix of executive and independent non-executive directors;
• identification and nomination of candidates for directorship;
• the development of a plan to identify, assess and enhance skills and experience required on the Board;
• the selection criteria for nomination of candidates of non-executive directors; and
• the time commitment and contribution required of non-executive directors.

(b)  succession planning for non-executive directors.

(c) the establishment of a transparent and formal procedure for identification and nomination of individuals qualified to become Board members.

(d)  the terms and conditions on which non-executive directors are appointed and hold office.

(e)  remuneration arrangements for non-executive directors.

(f) the methodology for reviewing the performance of the Board, the Chairman and individual non-executive directors.