Nominations Committee

Terms of Reference and Membership 2024-25

Constitution

The Board of Governors has established a Sub-Committee of the Board called the Nominations Committee. The role of the Nominations Committee is to ensure, on behalf of the Board of Governors, that the Board has sufficient skills, knowledge and independence to enable it to discharge it responsibilities.

Membership

There shall be no fewer than three members.  

Quorum

A quorum shall be 50% of the total appointed membership, plus one member, of which at least one of whom must be an independent member of the Board. 

Attendance at Meetings

The Head of Legal and Compliance Services/Secretary to the Board shall be invited to attend meetings of the Group. 

Frequency of Meetings

Meetings will be scheduled three times each academic year typically in October, March, and May.

Authority

The Committee is authorised by the Board of Governors to investigate any activity within its duties. It is authorised to seek any such information it requires from any employee, and all employees are directed to co-operate with any request made by the Committee. The Committee and its members are subject to the Standing Orders of the Board of Governors in respect of all aspects of the Committee’s operation.

The Group will review its Terms of Reference at least every four years. Amendment of the Terms of Reference requires approval of the Board of Governors.

Duties

The Nominations Committee has the following responsibilities:

• To keep under review the composition of the Board of Governors, so as to enable the Board to be satisfied that plans are in place for an orderly succession of its membership, maintaining an appropriate balance of skills, experience and diversity with the progressive refreshing of key roles.
• To advise on the appointment of new Governors, to lead on the selection process when vacancies occur and to make recommendations to the Board.
• To advise on the terms of office of Governors and to make recommendations to the Board about the reappointment of eligible Members.
• To keep under review the protocols relating to the appointment and terms of office of the Chair of the Board of Governors and the chairs of its sub-committees and working parties, and to make recommendations to the Board.
• To keep under review the composition and membership of the Board of Governors’ sub-committees and working parties and to make recommendations to the Board.
• To keep under review the composition and membership of the boards of the University’s subsidiary bodies, and to make recommendations to the Board of Governors.
• To inquire into allegations that a Governor may have breached the terms of his/her appointment and to make recommendation to the Board as appropriate about the termination of membership of the Board. 

Reporting Procedures

The minutes of meetings of the Sub-Committee will be circulated to all members of the Board of Governors.

Officering Arrangements

A member of the Governance Team will undertake the role of Officer to this Group.


(The Nominations Committee Terms of Reference was approved on 23 January 2025)

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