Nominations
Committee

Membership

Dr. Diana Walford, Committee Chair & Board Chair
Professor Aldwyn Cooper
Sir Graeme Davies

Carole Baume, Board Vice Chair (Ex Officio Member)

In attendance:

Company Secretary
Assistant Company Secretary
Director of Human Resources

Terms of Reference

Nominations Committee

Each Committee will usually be made up of not less than three Trustees. The Chair of the Board will also act as Committee Chair. Membership of committees will be approved by the Board in line with the process adopted on 14 October 2010, as amended thereafter.

Duties

1. The Committee Shall

1.1 Regularly review the structure, size and composition (including the skills, knowledge and experience) required of the board and sub-committees compared to its current position and make recommendations to the board with regard to any changes.

1.2 Give full consideration to succession planning for Trustees, taking into account the challenges and opportunities facing the University, and what skills and expertise are therefore needed on the board in the future.

1.3 Be responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise.

1.4 Before any appointment is made by the board, evaluate the balance of skills, knowledge, experience and diversity on the board, and, in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates, the committee shall:

1.4.1 consider a range of options to identify candidates including open advertising, and/or search agents.

1.4.2 consider candidates from a wide range of backgrounds.

1.4.3 consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position.

1.4.4 keep under review the leadership needs of the organisation.

1.4.5 keep up to date and fully informed about strategic issues and commercial changes affecting the company and the market in which it operates.

1.4.6 ensure that on appointment to the board, trustees receive a formal letter of appointment.

2. The committee shall also make recommendations to the board concerning:

2.1 Formulating plans for succession for the key roles of Pro-Chancellor & Chair of the Board and Chancellor.

2.2 Membership of the standing sub-committees of the Board: Audit & Risk, Estates & Infrastructure (E&I), Finance & Investment (F&I), HR, Nominations and Remuneration (or any successor bodies) in consultation with the chairmen of those committees.

2.3 Membership of any subsidiary boards.

2.4 The re-appointment of any Trustee at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the board in the light of the knowledge, skills and experience required provisions in the company’s articles of association having due regard to their performance and ability to continue to contribute to the board in the light of the knowledge, skills and experience required.

2.5 Any matters relating to the continuation in office of any Trustees at any time including the suspension or termination of service of an Executive Director as an employee of the company subject to the provisions of the law and their service contract. 

2.6 To submit nominations for approval by the Board for the award of Honorary Degrees and additional non-academic honorary awards by the University.

2.7 To consider nominations for the post of Chancellor and to review the role description from time to time