Nominations Committee - Terms of Reference

Purpose

The CUC HE Code of Governance (2020) states that the Nominations Committee (or equivalent) is an effective way to advise a governing body on the appointment of new members and must be established. The Nominations Committee can provide advice to the governing body on terms of office, the perceived skills balance required on the governing body, succession planning and skills refreshment.

The function of the University’s Nominations Committee is to advise the Governing Council on the appointment of the Chancellor, the Chair of the Governing Council, the Vice-Chancellor, governors, chairs of Council committees, members of the University Court and the Clerk to the Governing Council. The Committee ensures that there are arrangements for promoting equality and diversity within the Governing Council and monitors its progress against appropriate equality and diversity measures.

With the exception of invitations to University Court, final decisions/approval of appointments are taken by Governing Council.

1. Membership

1.1. Membership shall consist of:

• Chair of the Governing Council (who is Chair of the Committee)
• The Vice-Chair of the Governing Council
• The Chair of Performance, People and Resources Committee
• The Chair of Audit and Risk Committee
• The Chair of Skills Committee
• The Vice-Chancellor
• President Union of Students
• A staff member of the Governing Council

1.2. The Committee may, if it considers it necessary or desirable, co-opt members with particular expertise.

2. In Attendance

None other than by invitation of the Committee.

3. Quorum

Four members present, of which at least two are independent governors.

4. Frequency of meetings

Normally three meetings each year.

5. Secretary

Clerk to the Governing Council.

6. Duties

The committee shall:

6.1. Regularly review the structure, size and composition (including the skills, experience and diversity) of Governing Council (GC) and make recommendations to GC with regard to any changes.

6.2. Ensure that there are appropriate arrangements in place to promote equality and diversity within Governing Council, make appropriate recommendations to Governing Council and monitor progress against appropriate measures.

6.3. Be responsible for identifying and nominating for the approval of Governing Council, candidates to fill vacancies as and when they arise.

6.4. Before any appointment is made by Governing Council, evaluate the balance of skills, experience, and diversity of the membership and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment and the time commitment expected. In identifying suitable candidates, the committee shall:

• use open advertising or the services of external advisers to facilitate the search
• consider candidates from a wide range of backgrounds
• consider candidates on merit and against objective criteria, having due regard to the benefits of diversity on Governing Council and taking care that appointees have enough time available to devote to the position.

6.5. Ensure that, on appointment governors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside Governing Council meetings.

6.6. Monitor the induction and development of members of Governing Council and ensure the programme is fit for purpose.

6.7. Receive a report from the Chair following the annual appraisal of governors and ensure any follow up action is taken. Including attendance monitoring.

6.8. Ensure the induction, appraisal and development of members is undertaken.

6.9. Establish a process for the appraisal of the Chair of Governing Council.

6.10. Review the results of any governance performance evaluation process that relate to the composition of Governing Council and succession planning.

6.11. Consider any matters relating to a governor continuing to be considered a Fit and Proper person and make appropriate recommendation to Governing Council.

7. Reporting responsibilities

7.1. The Committee Chair shall report to Governing Council after each meeting on the nature and content of its discussion, recommendations, and action to be taken.

7.2. The committee shall make whatever recommendations to Governing Council it deems appropriate on any area within its remit where action or improvement is needed.

8. Other matters

The Committee shall:

8.1. Have access to sufficient resources in order to carry out its duties, including access to the company secretariat for advice and assistance as required.

8.2. Ensure that a periodic evaluation of the committee’s own performance is carried out.

8.3. At least annually, review the committee’s terms of reference and recommend any changes to Governing Council for approval.

Approved by Governing Council: 6 February 2024
Next review by Nominations Committee due: October 2024.