Search and Governance Committee

Terms of Reference

Membership

The Search and Governance Committee shall consist of the Chair of the Board and three independent members of the Board, one of whom will be the Vice Chair of the Board. The Chief Executive and the HR Director will be in attendance. The Committee will have up to two co-opted members.

The Chair of the Board will chair the Committee.

The Director of Governance shall be in attendance and be responsible for:

• Advising the group on matters in relation to the Instrument and Articles of Government and other associated regulations
• Taking or overseeing the taking of minutes of the meetings

Meetings

The Search and Governance Committee shall meet termly or as required.

The quorum for meetings of the Committee shall be 40%.

Members are required to disclose any interest or conflict of interest they have in any matter being considered at any meeting at the earliest opportunity and before the item is considered. A member should withdraw from this part of the meeting if the interest could be perceived as being likely to interfere with the exercise of a member’s independent judgement and if required to do so by a majority of those members present, and must not vote on the matter.

The Role of the Committee

The role of the Committee is as follows:-

• To consider and advise the Board on the composition and balance of the Board, including monitoring its diversity profile and agreeing any strategies required to ensure that the Board’s membership is inclusive. The Committee will also monitor associated strategies with respect to Equality, Diversity and Inclusion (EDI) of the senior leadership team.

• To be responsible for nominating and determining the process for selecting candidates to be recommended for appointment to the Board and Committees;

• To oversee and recommend any changes to the Board policies and procedures for:-
  • The induction of Board members
  • The appraisal of Board members
  • The training of Board members

• To oversee the procedures and processes in place in relation to the performance (and if necessary the removal) of senior postholders including the CEO

• To consider and make recommendations to the Board on matters of governance

• To monitor and advise the Board on its operational effectiveness

Reporting Requirements

The Committee will report its recommendations to the next scheduled meeting of the Board.

Financial Limitations

The Committee has no delegated powers.