The Committee will be drawn from the non-executive directors and will always include the Chairman and Deputy-Chairman. It will consist of at least 3 members, a quorum being 2 members. The Chairman will normally chair the Committee except when it is dealing with the appointment of a successor to the chairmanship. Senior Management attend by invitation: the Chief Executive is normally present at meetings except for any matters concerning his own position..
The general duties of the Committee are to:
- identify, and nominate for the approval of the Board, candidates to fill Board vacancies as and when they arise (appointments to the Board and the position of Secretary being matters requiring a decision of the full Board);
- before an appointment is made, evaluate the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment;
- consider candidates for Board appointment from a wide range of backgrounds, using external advisers and/or advertisement as appropriate;
- give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Society and what skills and expertise are therefore needed on the Board in the future;
- review regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes;
- review annually the time required from a non-executive director (performance evaluation being used to assess whether non-executive directors are spending enough time to fulfil their duties);
- ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvements outside Board meetings;
- keep under review the leadership needs of the organisation both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
- ensure that a statement is made in the Annual Report about its activities; the process used for appointments (explaining if external advice or open advertising has not been used); the membership of the Committee, number of Committee meetings and attendance over the course of the year;
- ensure that its terms of reference, and details of any authority delegated to it by the Board, are made available to members;
- annually review its terms of reference and overall effectiveness, and make recommendations for changes to the Board.
The Committee will make recommendations to the Board regarding the following:
- plans for succession for both executive and non-executive directors;
- the re-election by members of any director under the retirement provisions in the Society’s Rules;
- any matters relating to the continuation in office of any director at any time;
- the appointment of any director to executive or other office other than to the positions of chairman and chief executive, the recommendation for which would be considered at a meeting of the full Board.