Nominations and Governance Committee

Terms of Reference and Constitution

Governance reporting line: Council

Document owner: Governance Services

1. Origin

The Council has established a committee of Council known as the Nominations and Governance Committee.

2. Purpose

The Nominations Committee:

• advises Council on the appointment of Council members and persons to the office of Chancellor and Pro-Chancellor
• appoints members of specific Committees of Council, including external members, in accordance with delegated authority
• keeps under review and advises Council on the efficiency and effectiveness of the University’s governance arrangements.

3. Responsibilities and activity

• To consider and advise Council on those persons who might be appointed (or reappointed) to membership of Council.
• To consider and advise Council on those persons who might be appointed (or reappointed) to the office of Chancellor or Pro- Chancellor, after appropriate consultation with the Senate or after the Senate has been given the opportunity to comment on the appointment or reappointment.
• To appoint the members of the Audit and Risk Committee, Finance Committee, Remuneration Committee, Pensions Committee and Estates and Infrastructure Committee.
• To consider and advise Council on governance effectiveness to promote continuous improvement.
• To oversee regular and robust reviews of governance effectiveness to comply with CUC guidance, advising Council on the plans of action and monitoring progress.
• To ensure Council is fit for purpose by performing an effectiveness review every four years
• To review its own performance annually
• To consider equality, diversity and inclusion data as relevant to these Terms of Reference.

4. Reporting arrangements

The Nominations and Governance Committee is accountable to the Council.

5. Constitution

5.1 Membership

• Members of the Nominations and Governance Committee are appointed by Council.
• The Committee shall comprise:
  • Chair of Council (Chair)
  • Vice-Chair of Council
  • Treasurer
  • President & Vice-Chancellor
  • Senior Vice-President (Academic) (nominated as a Council member by the President and Vice-Chancellor)
  • An independent member of Council
  • One Senate or non-teaching member of Council
  • Students’ Union representative

5.2 Attendance at meetings

• The following shall normally be in attendance at Nominations and Governance Committee meetings:
  • Vice-President (Operations)
  • Executive Director, Governance, Legal Services, Risk and Resilience
  • Governance Services
• Current membership is set out in the Annex to these Terms of Reference.

6. Quorum and frequency

6.1 Quorum

A quorum for this Committee is a third of the membership plus one (three members), one of whom must be the Chair of Council or the Vice-Chair of Council.

6.2 Frequency of meetings

The Committee will meet usually four times per year, prior to Council meetings.

7. Resources

Secretariat support is provided by Governance Services.

8. Terms of Reference review

Date of last review: 7th July 2025

Date of next review: July 2026

Annex