Terms of Reference

Purpose

The UK Corporate Governance Code, Section B Effectiveness, states: “The board and its committees should have the appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities effectively. There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board”.

The purpose of the Committee is to:

• • Ensure the Board has a strong succession plan in place through review advice and recommendations to the board about membership of, and appointments to, the board and its committees, ensuring that members have the appropriate balance of skills, experience, independence and knowledge, to discharge their duties and responsibilities effectively.
• ensure that the composition of the Board as far as possible reflects the communities the College serves, and its recruitment and selection processes follow best practice and reflect the principles of the Nolan Committee;
• monitor Board and Committee performance and recommend action to address any issues identified;
• oversee the College HR strategy, taking into account equality and diversity, appointments, determination of pay and other awards for, and performance of Senior Post Holders, including the Head of Governance.

1. Membership and Operation

1.1 The Committee shall comprise the Chairs of the Corporation Committees, the Chair of the Corporation and the Vice-Chairs of the Corporation. The Committee should include individuals with an appropriate mix of skills and experience to allow the committee to discharge its duties effectively. The Committee may invite the Corporation’s advisers or other third parties to attend meetings of the committee as appropriate (such persons shall not have a vote but shall be entitled to speak at the meeting).

1.2 The Chair of the Committee shall be approved by the Board.

1.3 The Principal shall not be a member of the Committee but shall be in attendance as shall other College officers as required by the Chair or the members.

1.4 Staff governors and Student governors shall not be appointed to the committee.

1.5 In the absence of the Chair and the Vice-Chair, the members attending the meeting shall select one of their number to ‘Chair’ that meeting.

1.6 The quorum for meetings of the committee shall be three Board members, at least one of whom should be an independent member.

1.7 The Head of Governance shall act as Clerk to the committee.

1.8 The Committee shall meet at least 3 times per year, at appropriate times during the meeting calendar.

1.9 The Committee has authority to investigate any activity within its terms of reference. The Committee shall be granted rights of access to obtain all the information and explanations it considers necessary, from whatever source, to fulfil its remit.

Notice of meetings

1.10 Meetings of the committee shall be convened by the Head of Governance of the committee at the request of any of its members or at the request of the CEO/Principal if he or she considers a meeting necessary.

1.11 Unless otherwise agreed, notice of each meeting confirming the venue, time and date of the meeting, together with an agenda of items to be discussed, shall be forwarded to each member of the committee, all other non-executive directors and any other person required to attend, no later than five working days before the date of the meeting.

1.12 The agenda shall be circulated together with relevant supporting papers to committee members and to other attendees as appropriate.

1.13 The Head of Governance shall minute the proceedings of all meetings of the committee, including recording the names of those present and in attendance.

1.14 Draft minutes of Committee meetings shall be circulated promptly to all members of the committee. Once approved, the minutes should be circulated to all other members of the board unless it would be inappropriate to do so in the opinion of the chairman of the Committee.

1.15 Final signed copies of the minutes of the meetings should be maintained for the College’s records.

2. Duties and Responsibilities

2.1 The Committee is given authority by the Board and reports to the Board. The Committee shall act in an advisory capacity, making recommendations to the Board in respect of areas within its remit, specifically those set out below.

Governance and Search

2.2 Keep under review the functioning of the Board and the contribution of its members including undertaking a regular skills audit to inform decisions about Board and Committee membership.

2.3 Advise and make recommendations to the Board about membership, role and appointments to the Board (other than the Principal/Chief Executive).

2.4 Undertake the recruitment process for Board vacancies and agree the membership of interview panels, ensuring that staff and student governors are involved in the process. The Committee will ensure the search for Board or Committee candidates is made on merit using objective criteria for selection having due regard for diversity and all protected characteristics and plans for orderly succession. Two independent members of the Board are required to sit on an interview panel for new members. Other Board members may be co-opted to assist in the interview process.

2.5 Review and make recommendations to the Board on the membership, role, performance and attendance of Committees and Groups established by the Board.

2.6 Monitor the induction and training of governors.

2.7 Develop and recommend to the Board policies and procedures for the process of governance in line with the Governing documents and any other relevant external direction.

2.8 Advise on matters relating to assessment of the Board, with particular reference to the governance element of the College Self-Assessment Report and to monitor any action plan designed to address the Board’s identified weaknesses.

2.9 Review and advise the Board on other matters relating to membership and appointments as directed by the Board having regard to the provisions of the Governing documents.

Remuneration

2.12 Following appraisal by the Chair and Vice-Chair(s) of the Corporation, to agree and recommend to the Board the Objectives for the Principal, Senior Post holders and the Head of Governance.

2.13 Consider and recommend to the Board a report on the achievement of the Objectives for the Principal, Senior Post holders and the Head of Governance.

2.14 Monitor the implementation of the Colleges Senior Post Holders Remuneration Code and produce an annual report for the Board.

2.15 Having regard to the Colleges Senior Post Holders Remuneration Code, to recommend to the Board the remuneration and other terms and conditions of employment of the Principal, Senior Post holders and the Head of Governance.

2.15 Receive and consider suggested modifications to the staffing structure in relation to Senior Post holders.

2.16 Subject to the provisions of the Articles of Government, to recommend to the Board redundancy, premature retirement proposals and any other severance proposals for senior post holders.

2.17 Recommend to the Board policies for the conduct, discipline, grievance and dismissal of senior post holders.

2.18 Ensure that annual appraisals are carried out effectively and the extent to which any performance targets have been met are monitored.

2.19 Ensure that the Committee receives sufficient information and expert advice it deems necessary to undertake its responsibilities in order to mitigate any risks identified.

3. Review

3.1 The Committee shall arrange for periodic reviews of its own performance including periodic self-assessment and external independent review.

3.2 The Committee shall review annually its terms of reference to ensure that it is operating at maximum effectiveness, recommending any changes it considers necessary to the Board for approval.

Approved by the Search, Remuneration and Performance Committee 10 November 2021
Approved by the Board 15 November 2021