Governance and Nominations Committee terms of reference

Purpose

The Governance and Nominations Committee is established by Council to provide oversight of the University’s governance arrangements and to support Council in maintaining an effective governance framework.

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

1. To oversee the development, maintenance and review of the University’s governance framework, including Standing Orders and arrangements for the declaration and management of conflicts of interest, having regard to relevant higher education sector guidance and, where appropriate, examples of good practice in the public and private sectors, and to make recommendations to Council on governance matters within its remit
   
2. To oversee arrangements for the recruitment, appointment, reappointment and succession planning of Council members and members of Council committees and working groups, including notifying Council of vacancies and ensuring that selection processes are fair, transparent and aligned with the skills, experience, diversity and succession needs of the governing body. The Committee shall satisfy itself that nominees recommended to Council are eligible for appointment in accordance with the Articles of Association, applicable legal and regulatory requirements and charity law, are aware of the responsibilities of office, and are willing to serve.
   
3. To oversee and monitor arrangements for the induction, development and training of Council members.
   
4. To ensure that Council and its Committees undergo regular reviews of effectiveness and to recommend performance indicators by which Council may monitor its effectiveness.
   
5. To consider equality, diversity, and inclusion issues arising from the remit of the Committee.
   
6. To consider Risk Assessment issues arising from the remit of the Committee and to recommend, or implement, action as appropriate.

Delegated Authority

The Committee shall exercise such powers and responsibilities as are delegated to it by Council, as set out in the Schedule of Delegated Authority, appended to these Terms of Reference. In the event of any inconsistency, the University’s full Scheme of Delegation and Key Decision-Making shall prevail.

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

Reporting to Council

Following each meeting, the Chair (or nominee) shall provide a Key Issues report to Council, highlighting any matters on which Council is advised, assured, or alerted, including any issues requiring Council approval, escalation, or further consideration. Where no such matters arise, the publication of the Committee minutes shall constitute the Committee’s report to 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.

Membership		Appointment Dates
Chair of Council (Chair)	Nicola de Iongh	Apr 19 – Sep 28
Member of Council (Vice-Chair)	Ingrid Barker	Jun 23 – Feb 28
Member of Council	Elonka Soros	Feb 24 – Jan 29
Member of Council	Julie Walkling	Aug 21 – Jul 29
Senior Independent Governor	Adrian Crompton	Ex Officio
Vice-Chancellor	Clare Marchant	Ex Officio
Representative of Academic Board	Becki Albrighton	May 25 – Jan 28

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.

Appendix: Schedule of Delegated Authority

Relevant Extracts from the Scheme of Delegation and Key Decision-Making*
*In the event of any inconsistency, the full Scheme of Delegation and Key Decision-Making shall prevail

No.	Description	The Delegated Authority	Nature of Delegation and Process   It should be stated here whether any other senior bodies/individuals other than those set out in the ‘Delegation’ column are involved in the governance process
1.1	The ultimate oversight of the University’s activities to ensure within charitable purposes	– Audit and Risk Committee; – Governance and Nominations Committee; – Remuneration and Human Resources Committee; – Finance and General Purposes Committee – University Executive Committee; – Academic Board	Please see individual terms of reference for each Committee.
1.4	Development of and amendments to the Standing Orders	Governance and Nominations Committee	Please refer to Governance and Nominations Committee Terms of Reference
1.5	Development of and amendments to the Terms of References for relevant sub-committees (set out separately below)	– Audit and Risk Committee; – Governance and Nominations Committee; – Remuneration and Human Resources Committee; – Finance and General Purposes Committee – University Executive Committee; – Academic Board	All committees review and approve any potential amendments to their Terms of Reference on an annual basis, which are then reviewed and approved by Council (however amendments can be made in-year as required).   Minor amendments are made by the University Secretary or the Assistant Secretary and noted by the relevant Committee and Council. Minor amendments may include, but are not limited to, administrative changes such as updates to reflect revised policies or processes, changes to job titles, changes to committee names etc.
1.5	Terms of Reference: The Governance and Nominations Committee	Governance and Nominations Committee	Any in-year amendments are submitted to The Governance and Nominations Committee as required.
1.11	To oversee and monitor the implementation of Council induction and training	Governance and Nominations Committee	The University Secretary or the Assistant Secretary can advise the Governance and Nominations Committee as to this process.
1.12	Maintenance of the Register of Council Members’ Interests and Related Party Transactions	– Secretary to Council – Governance and Nominations Committee	An update of the Register of Interests and Related Party Transaction declarations shall be conducted on an annual basis, and the results of which shall be published on the University’s website. It is individual Council members who are responsible for the accuracy of any declarations and for proactively providing any details as a result of changes in their circumstance as necessary and in a timely fashion (both on the annual update and at any meeting).   Related Party Transactions are also considered by Auditors as part of the preparation of the University’s financial statements.
1.13	Ensuring that Council’s business is conducted in accordance with best practice in higher education	Governance and Nominations Committee	The University’s internal Governance Team support and advise on best practice, including but not limited to, taking into account external best practice from the Charity Commission, the Office for Students, the Code etc.
1.14	Effectiveness reviews of Council and its Committees	Governance and Nominations Committee	Governance Effectiveness Reviews shall be carried out periodically, in accordance with the Code and best practice. The University’s internal Governance Team will also provide support and advice