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Nominations Committee

SMITH & NEPHEW PLC - TERMS OF REFERENCE FOR THE NOMINATIONS COMMITTEE

CONSTITUTION

The Board has resolved to establish a Committee of the Board to be known as the Nominations Committee, which will have regard for the recommendations of the Combined Code.

MEMBERSHIP

The Committee shall be appointed by the Board and shall consist of no less than 3 members, the majority of whom shall be independent non-executive directors. Membership shall consist of the Chairman, Senior Independent Non-Executive Director, Chief Executive and other non-executive directors recommended by the Board. A quorum shall be 2 members one whom must be a non-executive director.

The Chairman of the Board shall be the Chairman of the Committee but shall hand over Chairmanship of the Committee to another member of the Committee when it is dealing with the appointment of a successor to the Chairmanship of the Board.

The Company Secretary shall be Secretary of the Committee.

MEETINGS

Meetings shall be held not less than two times a year and at such other times as are required.

A meeting may be called by any member of the Committee or by the Secretary.

The Secretary shall minute the proceedings and resolutions of all meetings, which shall be circulated to members of the Committee, and made available on request to other members of the Board, unless a conflict of interest exists.

DUTIES

The Committee shall review regularly the Board structure, size and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary.

The Committee shall be responsible for identifying and nominating candidates for the approval of the Board, to fill Board vacancies as and when they arise as well as put in place plans for succession, in particular, of the Chairman, Chief Executive and Chief Finance Officer.

In identifying suitable candidates the Committee will evaluate the balance of skills, knowledge and experience on the Board and in light of this evaluation prepare a description of the role and capabilities required for an appointment.

The Committee shall make recommendations to the Board for the continuation (or not) in service of an executive director or non-executive director and whether a non-executive directors should be re-appointed for further terms on the expiry of his or her current service.

The Committee shall make recommendations to the Board for the continuation (or not) in service of any non-executive director who has reached the age of 70 and any executive director who has reached the age of 62.

The Committee shall recommend whether directors who are retiring by rotation should be put forward for re-election.

The Committee shall recommend appointments to Committees of the Board.

The Committee shall determine the fees of non-executive directors.

The Committee shall approve (or not) the non-executive directorships of executive directors (to be restricted to one directorship per executive director)

The Committee shall review the Terms of Reference and the Committee’s performance against these Terms on an annual basis.

AUTHORITY

The Committee shall have the power to seek information it requires from any employee of the Company and to employ the services of such advisers, as it deems necessary to fulfil its responsibilities.

January 2004