Governance and nominations committee

Terms of Reference

1. To advise the Board of Governors on all matters relating to governance including the governing documents

2. To advise the Board on matters relating to the conduct of Governing Body business including cyclical reviews of effectiveness of the Board of Governors.

3. To oversee the Board’s and the University’s compliance with the CUC Code of Practice and other codes as appropriate.

4. To oversee governance issues in relation to the University’s OfS Registration including reports to the OfS of reportable events;

5. To keep under review the Scheme of Delegation;

6. To advise the Board of Governors on all matters relating to the terms of appointment of Governors, including the determination of the size of the Board and the composition of its membership.

7. Under delegated authority from the Board of Governors, to:

• i) seek candidates to fill vacancies on the Board of Governors - taking into account the range of skills, expertise and backgrounds required to support the work of the Board and the University;
• ii) seek candidates for the positions of Chancellor, Pro Chancellor, Chair of the Board, Deputy Chair and Chairs of Committees;
• iii) oversee the coordination of appropriate membership of Board committees including the appointment of chairs of committees; and
• iv) oversee the election process for staff governors.

8. To recommend to the Governing Body new independent governors, co-opted governors and co-opted members of Board committees.

9. To ensure appropriate induction, development and appraisal of governors and co-opted members of Board committees.

10. To advise the Board of Governors on the appointment of the Chair and Deputy Chair of the Board.

11. To advise the Board of Governors on the appointment of the Chancellor, the Vice Chancellor and the University Secretary (who also acts as Clerk to the Board).

12. To review the Register of Interests and Fit and Proper Declarations from Board members

13. To advise the Board of Governors on succession planning for the post of Vice Chancellor and Chair of the Board.

14. To monitor and approve succession planning for the senior management team as proposed by the Vice Chancellor.

15. To review and advise the Board of Governors on the independence of the University Secretary (three-yearly).

Composition and Membership 2022-23

Chairs of Board Committees:

• Chair of the Board of Governors - Ms Jennifer Bernard
• Chair of the Audit and Risk Committee - Mr Steve Fowler
• Chair of the Finance Committee - Ms Shirley Cameron
• Chair of the Student Liaison Committee - Mr Derek Hicks

Vice-Chancellor and President - Professor Peter John

Frequency

The Committee will meet three times a year.

Quorum

Quorum is three members which must include at least two Independent Governors and the Vice-Chancellor or nominee. If the Vice-Chancellor is represented by a nominee, the nominee will count in the quorum. The co-opted members will not normally count in the quorum and will have no vote.