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Search & Governance Committee - Terms of Reference

Membership

6 Members of the Corporation
To include the Chair of the Corporation, the Vice Chair/Chair Designate (if practical), and the Principal.
The Chair of the Corporation shall Chair the Committee.
The Board may appoint a co-opted member to this Committee.
The Committee may invite other persons to speak to the Committee as appropriate. Such persons shall not have a vote.
Clerk to the Corporation shall act as Clerk to the Committee.

Quorum

3 Members.

Chair

Should the Chair not be present at a meeting that is otherwise quorate, Members present will elect one of the full Corporation Members as Chair for that meeting.

Meetings

The Committee will be scheduled to meet at least 3 times per year and additional meetings will be called as the need arises.

THE ROLE OF THE COMMITTEE:

to advise the Board on the appointment/re-appointment of all Members except the Staff and Student Members, having regard at all times to the provisions of the Instrument of Government and such policy as the Corporation may determine from time to time;
to advise on the appointment of External (Co-opted) Members to the Audit Committee and to the Search and Governance Committee;
to advise on such other matters relating to membership and appointments as the Corporation may remit to the Committee;
to conduct, on a regular basis, a skills audit of Members to identify the skills of existing Members and to assist in the appointment of new Members;
to gather nominations in respect of vacancies on the Corporation and to determine and apply the process whereby such nominations are screened and shortlisted;
to develop and maintain a suitable database of potential candidates;
to consider from time to time and make recommendations to the Board on the Corporation’s composition and balance and that of its Committees;
to amend the exact determination of Corporation Membership within the determination parameters set by the Board;
to regularly review of all existing Board processes (including policies, standing orders, code of conduct, and procedures for appeal panels) and to amend any existing Board process in the light of review;
to develop and recommend to the Board policies and procedures for the process of governance in accordance with the Instrument and Articles of Governance and other external direction as may be required and review regularly these policies and procedures;
to develop and recommend to the Board policies and procedures for the induction, training and ongoing development of Corporation Members and to advise the Board on matters relating to good governance;
to monitor the attendance of Members of the Corporation at meetings of the Board and its Committees and to take action where continual non-attendance is identified;
to advise on the means by which the Board collectively and individually will regularly review its performance, with particular reference to the governance element of the College Self-Assessment Report;
to advise the Board and/or the Principal on any matters that they may refer to the Committee.