Terms of Reference – Nomination Committee

Membership

  • The Nomination Committee shall consist of the Chairman of the Board, Senior Independent Director (Vice Chairman of the Board) and an Independent Director as required with the Chief Executive, Deputy Chief Executive and Secretary in attendance;
  • The majority of members of the Committee should be Independent Non Executive Directors. The Chairman should chair the Committee, but the Chairman should not chair the Nomination Committee when it is dealing with the appointment of a successor of the Chairmanship.

Quorum

  • The quorum necessary for the transaction of business shall be two, both of whom must be independent Non Executive Directors. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

Duties

  • The Nomination Committee should lead the process for Board appointments and make recommendations to the Board;
  • The Nomination Committee should lead the process for Board Succession and make recommendations to the Board;
  • Plans for succession for both Executive and Independent Directors as appropriate, to include the Chair and Vice Chair of the Society;
  • The re-appointment of any Independent Director at the conclusion of their specified term of office as appropriate, following a particularly rigorous review at 6 years and annual election, if Independent Director, over 9 years;
  • The re-election by members of any Director under the retirement by rotation provisions in the Society’s Rules;
  • Any matters relating to the continuation in office of any Director at any time;
  • The terms and conditions of appointment of an Independent Director should be made available for inspection;
  • The process by which the Nomination Committee has determined to make the appointment should be recorded setting out whether it has been through an AGM process, external research consultancy or has been openly advertised;
  • The Nomination Committee shall ensure together with the Society’s Secretary that a full, formal and tailored induction training programme is in place for a new Independent Director;
  • The Nomination Committee will ensure that the UK Corporate Governance Code and FRC Guidance on Board Effectiveness are taken into account, having regard to the relevant guidance issued by the BSA;

Responsibilities

  • Minutes must be kept of meetings to indicate attendance and in the case of any new appointment, the method of attainment of candidates and number interviewed and records of interviews. A report must be made to the Board following any Committee meeting.

Summary of the Principal Duties of the Nomination Committee

Appointments

  • To be responsible for identifying and nominating for the approval of the Board candidates to fill Board vacancies as and when they arise;
  • Before making an appointment, evaluate the balance of skills, knowledge and experience on the board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment;
  • Consider candidates from a wide range of backgrounds.

    Succession Planning

  • To give full consideration to succession planning, taking into account the challenges and opportunities facing the Society and what skills and expertise are therefore needed on the Board in the future;
  • Regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes;
  • Review the succession plan for Independent Directors and report to the Board;
  • Keep under review the leadership needs of the Society, both Executive and Independent Directors, with a view to ensuring the continued ability of the Society to compete effectively in the marketplace;
  • To review the Independent Director’s re-appointment at the conclusion of any specified term of office as appropriate under the Society’s Rules in respect of retirement by rotation, and which should not exceed three years;
  • If an Independent Director has been on the Board beyond six years a rigorous review must be made, to take into account the need for progressive refreshing of the Board. (In this context the Chairman of the Board is not an Independent Director). Independent Directors may serve longer than nine years (three three-year terms), subject to annual re-election.  Serving more than nine years could be relevant to the determination of an Independent Director and the Committee must state its reasons for determining that the Director remains independent;
  • Set out to members in the papers accompanying a resolution to appoint a Director why that individual should be selected;
  • Set out to members in the papers accompanying a resolution to re-elect a Director that following formal performance evaluation, the individual’s performance continues to be effective and demonstrates commitment to the role;
  • To review the Independent Director’s continuation in office at any time;
  • Review annually the time required from an Independent Director. Performance evaluation should be used to assess whether the Independent Director is spending enough time to fulfil their duties;

    Records

  • Make available its terms of reference explaining clearly its role and the authority delegated to it by the Board upon request;and
  • Ensure that on appointment to the Board, Independent Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings.

 General

  • To review annually the performance of the Board and report to the Board;and
  • To review annually the Terms of Reference of the Committee together with the Committee’s own effectiveness, to include scope and adequacy, and recommend any necessary changes to the main Board.NOVEMBER 2016