Governance and Nominations Committee terms of reference

The Committee is responsible to Council for the following main functions:

1. To consider and make recommendations to Council on any matter(s) of Governance that may be remitted to it or which are brought to its attention from other sources. In this area the Committee should consider appropriate examples of good practice both in the public and private sectors.
   
2. To notify Council of vacancies in its membership, and on its committees, and to ensure the integrity of the Council-approved selection processes. The Committee is to satisfy itself that its recommendations fulfil Council needs in terms of the agreed criteria for appointment. The Committee is also to satisfy itself that a nominee recommended to Council is aware of his/her responsibilities, is not disbarred by any provision of the Articles of Association, other legal requirements, the provisions of the Charities Act and is prepared to serve if elected. The Committee may also make recommendations to Council to fill agreed vacancies for co-opted membership of Council Committees and Working Groups.
   
3. To ensure that Council and its Committees undergo regular reviews of effectiveness and to recommend performance indicators by which Council may monitor its effectiveness.
   
4. To consider equality, diversity, and inclusion issues arising from the remit of the Committee.
   
5. To consider Risk Assessment issues arising from the remit of the Committee and to recommend, or implement, action as appropriate.

Specific Responsibility for Review of Council Area of Activity

The work of Council

Mode of Operation

Chair: Chair of Council or his/her nominee from the membership of Council
Vice Chair: Member of Council
Officer: A member of the Governance and Legal team

Quorum

See after membership

Frequency of Meetings

2 times per year

Reporting Line

University Council

Current Sub-Committees

None

Submission/Availability of Minutes

Minutes are held by the Secretary to Council, and published on the University website.

Governance and Nominations Committee

Chair of Council (or his/her nominee from the membership of Council) and three External members of Council. The Vice-Chancellor is also a member.

Quorum

The Committee shall be quorate when at least two External members of Council are present.

Where the Committee is, or becomes during the meeting, inquorate, Council will be informed of these circumstances at its next meeting. The Committee Chair shall decide whether:

1. to adjourn with immediate effect with a Special Meeting being summoned as soon as conveniently it may be or,
2. to continue to conduct business with decisions only being agreed by correspondence.