Terms of Reference – Nominations Committee

Context

The Nomination Committee (the Committee) is a committee of Northeastern London Board of Governors (the Board).

Membership

The Chair and members of the Committee shall be appointed by Northeastern London Board.  When considering the Head of the Institution, the Nominations Committee must be chaired by a senior independent governor who is not Chair of the Northeastern London Board. Committee of Universities Chairs, The Higher Education Code of Governance. The Committee shall be made up of at least three members, excluding any executive Governors of which a majority will be NU appointed Governors.

Only members of the Committee have the right to attend Committee meetings. However, other individuals such as external advisers may be invited to attend for all or part of any meeting as and when appropriate but shall not be members.

Unless the Board resolves otherwise, appointments to the Committee shall be for the duration of their appointment as a Governor on Northeastern London Board.

In the absence of the Committee Chair and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting.

Quorum

The quorum necessary for the transaction of business shall be half of the number of committee members plus one member. 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.

Frequency

The Committee shall meet at least once a year.

Duties

Regularly review the structure, size and composition (including 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 suggested changes.

Give full consideration to succession planning for non NU Governors, taking into account the challenges and opportunities facing the College and what skills and expertise are therefore needed on the Board in the future.

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

Before any non NU Governors 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 (list of criteria: using agents/open advertising; background; diversity; time availability…)

Committee also make recommendation to the Board concerning: plans for succession; membership of the subcommittees; membership of any subsidiary boards; appointment of any non NU Governor at the conclusion of their specified terms of office; reappointment of any non NU Governor; matters relating to the continuation in the office of any Governor inc. suspension/termination.

These duties listed above do not cover the NU Directors who are appointed, according to Article 56(D) of the Articles of Association, by Northeastern University. 

Reporting Responsibilities

The Committee Chair shall report formally to Northeastern London Board on its proceedings after each meeting on all matters within its duties and responsibilities.

The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

Other

The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

Authority

The Committee is authorised by Northeastern London Board to seek any information in order to perform its duties.

In connection with its duties the Committee is authorised by the Board to obtain, at the Company’s reasonable expense, any outside professional advice, to secure the attendance of external advisers at its meetings if it considers this necessary.

The Committee shall have full authority to engage professional search firms, at the Company’s reasonable expense, or commission, at the Company’s reasonable expense, any reports or work which it deems necessary to help fulfil its obligations.

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