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 Councilapproved 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: University Secretary and Registrar
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 University
Secretary and Registrar, 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.

Membership	Appointment Dates
Chair of Council (Chair) Nicola de longh Member of Council Steve Gardiner Member of Council (Vice Chair) Stephen Maycock Member of Council Julie Walkling Vice Chancellor Stephen Marston Representative of Academic Board Dr Adeela Shafi	Apr 19 – Sep 23 Jun 20 – Jun 24 Oct 17 – Oct 25 Aug 21 – Jul 25 N/A Dec 19 – Dec 21

Membership		Appointment dates
Chair of Council (Chair)	Nicola de Iongh	Apr 19 – Sep 23
Member of Council	Steve Gardiner	Jun 20 – Jun 24
Member of Council (Vice Chair)	Stephen Maycock	Oct 17 – Oct 25
Member of Council	Julie Walkling	Aug 21 – Jul 25
Senior Independent Governor	Peter Warry	Ex Officio
Vice-Chancellor	Stephen Marston	Ex Officio
Representative of Academic Board	Dr Adeela Shafi	Dec 19 – Sept 23
In attendance:
Senior Independent Governor	Dr Peter Warry	Oct 21 – Feb 24

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