Nominations and Governance Committee 

 

The Nominations and Governance Committee keeps under review and advises Council on the efficiency and effectiveness of the University’s governance arrangements; and oversees the processes for the appointment of new members of Council and its Committees, and their induction, mentoring, development and appraisal. 

Membership 

Independent council members

Dame Yve Buckland, DBE, Pro-Chancellor and Chair of Council, Ex Officio

Dr Vij Randeniya, OBE, term ends 31 July 2021

Dr Sue Noffke (Chair), term ends 31 July 2021

 

In attendance at meetings

Professor Alec Cameron, Vice-Chancellor and Chief Executive

Neil Scott, Chief Operating Officer

John Walter, Director of Governance, Secretary to Senate and Council (Secretary)

Terms of Reference

Membership 

Chair of Council and Pro-Chancellor, ex officio. 

Two independent members of Council appointed by the Council, one of whom shall be appointed Chair. An additional co-opted member may be appointed who shall be independent of the University. 

The appointed members shall be appointed by Council on the recommendation of the Chair of Council who shall, after appropriate consultation within the University, make proposals for membership that reflect the skills, experience and knowledge required to perform the responsibilities of the Committee. Membership of the Committee is for three years and may be renewed. Members should not ordinarily serve on the Committee for more than two terms of office and, where possible, changes in membership should be phased in to provide continuity.  

Other attendees at meetings (by invitation as required) 

Vice-Chancellor and Chief Executive 

Provost and Deputy Vice-Chancellor 

Deputy Vice-Chancellor (Engagement) 

Chief Operating Officer 

Director of Governance (Secretary). 

Quorum 

Two members. 

Frequency of Meetings 

Meetings shall normally be held at least twice each academic year.  

Authority  

The Committee is authorised by Council to undertake any activity within its terms of reference. The Committee is authorised by Council to obtain outside legal or other independent professional advice and to secure the attendance of non-members with relevant experience and expertise if it considers this necessary, normally in consultation with the Accountable Officer (as designated by OfS) and/or the Chair of Council. However, it may not incur direct expenditure in this respect in excess of £25,000, without the prior approval of Council. 

Purpose 

To keep under review and to advise Council on the efficiency and effectiveness of the University’s governance arrangements; and on the processes for the appointment of new members of Council and its Committees, and their induction, mentoring, development and appraisal. 

 

Duties 

Governance 

 1. To advise Council on the efficiency and effectiveness of corporate governance arrangements, including the scheme for the delegation of Council’s authority, taking account of current best practice and national guidelines. 

2. To advise Council on proposed changes to the University’s Charter and Statutes. 

3. To undertake an annual review of the effectiveness of the Nominations and Governance Committee and its terms of reference. 

Nominations 

4. To recommend to Council and Senate the appointment of the University Chancellor. 

5. To make recommendations to Council on the appointment and reappointment of the Chair of Council and Pro-Chancellor. (a) 

6. To making recommendations to Council on the appointment and reappointment of the Vice-Chancellor and Chief Executive. (b) 

7. To make recommendations to Council on the appointment and re-appointment of all independent members of Council. The Committee will have regard to the need to provide an appropriate balance of skills and experience for the Council to fulfil its objectives and to ensure that its composition reflects the diversity of the University’s constituency and society more generally. 

8. To make recommendations to Council on the membership of all committees of Council. 

Other Duties 

9. To consider any other matters as directed by the Council. 

(a) For any part of a meeting of the Committee at which the appointment of the Chair of Council and Pro-Chancellor is considered the Committee shall appoint a Vice-Chair who will chair that part of the meeting. 

(b) For any part of a meeting of the Committee at which the appointment and/or remuneration of the Vice-Chancellor and Chief Executive are to be discussed, the Vice-Chancellor will not be present. 

 

Reporting Procedures  

Confidential file notes of meetings of the Committee will be circulated to all members of the Committee for information. The Chair of the Committee will make regular oral reports to Council on the work of the Committee. The Committee will prepare a formal annual written report to Council at the end of each academic year summarising the activity for the year. 

Distribution of Agenda and Papers for Meetings 

The agenda and papers will normally be distributed to members a minimum of seven days in advance of meetings of the Committee.  

Secretarial Arrangements 

The secretary to the Committee will normally also be responsible for servicing Council (or another appropriate independent individual). 

 

Approved by Council on 17th June 2020