TERMS OF REFERENCE
The Nominations Committee is a committee of the NISA Board, established under the powers committed to the Board under Articles 12.1, 12.7 and 12.8 of the 14 September 2013 Articles of Association of the Company.
1.1. The key functions of the NISA Nominations Committee are:
1.1.1. to support the NISA Board to openly recruit candidates, with appropriate skills and experience, to become Independent Non-Executive Directors of NISA;
1.1.2. to support the NISA Board to review the skills and experience of candidates nominated by NISA Full Members and NISA Life Members to stand for election to become Board Directors or the Chair of NISA;
1.1.3. to support the NISA Board to openly recruit candidates, with appropriate skills and experience, to be the Chief Executive of the company;
1.1.4. to provide reports, recommendations and advice to the NISA Board on matters and policies of the Company within the committee’s field of specialisation; and
1.1.5. to carry out such other functions as are set out in these terms of reference.
1.2. The terms of reference of the Nominations Committee (including any relevant delegated authority) are to be approved, and reviewed whenever revised Articles of Association are adopted by the Company and otherwise annually, by the NISA Board.
2.1. The Nominations Committee is to comprise:
2.1.1. Chair (NISA Board Chair)
2.1.2. Member (NISA Independent Non-Executive Director – Legal Matters)
2.1.3. Member (NISA Independent Non-Executive Director – Human Resources Matters)
2.2. The membership of the committee is to be approved by the NISA Board.
3.1. The NISA Nominations Committee is to have the following responsibilities (and any other responsibilities which the NISA Board may allocate to the committee from time to time) and the delegated authority to carry out the tasks listed:
3.1.1. to lead on the open recruitment, on a skills and experience basis, of NISA Independent Non-Executive Directors, and to recommend candidates to the NISA Board for approval;
3.1.2. to lead on the review of the skills and experience of candidates nominated by NISA Full Members and NISA Life Members to stand for election to the positions of Portfolio Directors or Chair of NISA, and to provide assessments to the NISA Board for consideration in advance of information being sent out to the Members of NISA entitled to vote on such candidates;
3.1.3. to lead on the open recruitment, on a skills and experience basis, of the Chief Executive of the Company, and to recommend candidates to the NISA Board for approval;
3.1.4. to select interview panels to assess candidates for positions as NISA Independent Non-Executive Directors and for the position of NISA Chief Executive;
3.1.5. to maintain, and review at least annually, the skills and experience matrix of the NISA Board and the NISA Chief Executive, and to present the review to the NISA Board for endorsement;
3.1.6. to evaluate the mix of skills and experience on the NISA Board and of the Chief Executive against the desired schedule of skills and experience, to identify opportunities to improve the mix of skills whenever a recruitment or election opportunity arises, and to make relevant recommendations to the NISA Board; and
3.1.7. to agree the role descriptions and person specifications of the positions of Independent Non-Executive Directors, Portfolio Directors, Chair and Chief Executive of NISA in accordance with the skills and experience matrix endorsed by the NISA Board.
4.1. The chair of the Nominations Committee is to call a meeting of the committee at least once each year, and at such other times as recruitment or election timetables may require, setting out the time, date, venue and agenda for the meeting.
4.1.1. In the event that the chair is absent for any reason at a time when a meeting is due, the Chief Executive may request the Nominations Committee to meet.
4.1.2. Nominations Committee meetings are usually to take place face-to-face, but may take place by electronic means if necessary.
4.2. 2 members of the committee (including at least 1 independent non-executive director) are required as a quorum for a meeting of the Nominations Committee.
18.104.22.168. In the event that the chair is absent for any reason, the committee may choose one of the independent non-executive directors to chair the meeting.
22.214.171.124. In the event that the Chair of NISA is him/herself a candidate for election, the meeting is to be chaired by one of the independent non-executive directors.
4.3. Decision taking is to be usually by consensus. In the event that a vote is necessary, such vote is to be by a show of hands, with the chair of the meeting having a casting vote in the event of a tie.
4.4. On an annual basis, the Nominations Committee is to review its own performance and terms of reference to ensure it is operating at maximum effectiveness and to recommend any changes it considers necessary to the NISA Board for approval. This review may be undertaken at a specific Nominations Committee meeting.
5.1. The Nominations Committee is to maintain written minutes of its meetings.
5.1.1. The chair of the Nominations Committee is to provide a written report (which may be in the form of the Nominations Committee meeting minutes) to the NISA Board at least once per year, and at such other times as the recruitment or election timetable requires.
5.2. The NISA Board is to invite the chair of the Nominations Committee to make a presentation to the Board on the committee’s work at least once a year, and at such other times as the Board may request.
6.1. All Nominations Committee members are to be entitled to claim travel and accommodation expenses for reimbursement in accordance with NISA’s Travel & Expenses Policy.
6.1.1. All expenses are to be submitted on the NISA Expenses Claim Form to the NISA office within two months of each Nominations Committee Meeting.
This current version of the terms of reference was approved and adopted at the NISA Board Meeting on 23 March 2017.