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 and Governance 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 with reference to the CUC Code, 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. 

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: 29 June 2026

Date of next review: 28 June 2027

Annex