- Purpose
A Nominations Committee (“the Committee”) is to be established for the purposes of
identifying appropriate candidates for the posts of Non-Executive Directors (including the Chair and Deputy Chair of the Trust), for making recommendations to the Council of Governors as to suitable candidates to fill the posts and for making recommendations to the Council of Governors as to the remuneration and allowances and other terms and conditions of office of the Non-Executive Directors. - Membership
Membership of the Committee will consist of:
The Chair of the Trust (or Vice Chair when the appointment of the Chair and his/her
remuneration and allowances and other terms and conditions of office are being discussed);
One Appointed Governor;
Two Elected Governors (one of whom to be a staff Governor)
An external assessor, with the appropriate skills and experience, will be appointed by
the Committee to advise the Committee as and when required.
The Trust Chief Executive will participate in the activities of the Committee in an
advisory capacity.
Members of the Committee may be required to undertake training and development
commensurate with their responsibilities outlined in Section 5. - Chair of the Nominations Committee
The Chair of the Committee will be the Chair of the Trust, unless the discussion relates to the appointment of the Chair and his/her remuneration and allowances and other terms and conditions of office, in which case, the Vice Chair will chair the Committee.
In the event that the Vice Chair wishes to stand for the appointment of Chair, the Committee will be chaired by another Non-Executive Director. - Support for the Nominations Committee
The Director of Human Resources and Director of Corporate Affairs will provide advice and support to the Nominations Committee, as required, to ensure that the recruitment and appointment processes are managed in accordance with best practice and that the recommendations made to the Council of Governors on the Non-Executive Directors’ remuneration and allowances and other terms and conditions of office are appropriate and relevant to local circumstances. - Responsibilities of the Committee
- 5.1 To prepare job descriptions and/or person specifications detailing the
skills, knowledge and experience required for the posts of Non-Executive
Directors, taking into account the views of the Board of Directors and in
particular the Chief Executive. - 5.2 To undertake the recruitment and selection process for Non-Executive
Directors, which is rigorous and inclusive in nature, elements of which are
likely to include: –- Making arrangements for advertising and raising local awareness of
the post(s); - Making arrangements for the short listing of candidates;
- Making arrangements to conduct formal interviews;
and to make recommendations to the Council of Governors as to suitable
candidates for approval by the Council of Governors. The Council of
Governors shall either appoint the recommended individual(s) or invite the
Committee to make an alternative recommendation.
- Making arrangements for advertising and raising local awareness of
- 5.3 On expiry of the first term of office of a Non-Executive Director to consider
whether to recommend to the Council of Governors the reappointment of the
retiring Non-Executive Director. If the Council of Governors does not so
appoint, or if the individual does not wish to continue, or if the Committee
does not consider the reappointment appropriate, then suitable new
candidates will be identified by the Committee in accordance with the
procedure outlined above. - 5.4 On expiry of the second term of office of a Non-Executive Director the
Committee may consider whether to recommend to the Council of Governors
the reappointment of the retiring Non-Executive Director for a further 12
months in accordance with the provisions set out in NHS Foundation Trust
Code of Governance. If the Council of Governors does not so appoint, then
suitable new candidates will be identified by the Committee in accordance
with the procedure outlined above. - 5.5 To make recommendations to the Council of Governors as to the
remuneration and allowances and other terms and conditions of office of Non-Executive Directors.
- 5.1 To prepare job descriptions and/or person specifications detailing the
- Quorum
The quorum necessary for the transaction of business will be three members of the
Committee, at least two of whom must be Governors. - Frequency of Meetings
The Committee will meet at least annually and then as required to fulfil its responsibilities, as
determined by the Chair. - Notice of Meetings
- 8.1 Meetings of the Committee will be called at the request of the Chair.
- 8.2 Details of each meeting, including the agenda and supporting papers, will be
forwarded to each member of the Committee at least seven working days
before the date of the meeting.
- Minutes of Meetings
Minutes of the meetings will be circulated promptly to all members of the Committee and to all other members of the Council of Governors and the Board of Directors as soon as reasonably practical. - Reporting Arrangements
- 10.1 The Chair will report on the proceedings of each meeting to the next meeting
of the Council of Governors. This discussion will take place in a private
session i.e. not open to members of the public, when the names and details
of individuals are being discussed. - 10.2 The Chair will attend the Annual Members’ Meeting to report on the activities
of the Committee in the previous 12 months.
- 10.1 The Chair will report on the proceedings of each meeting to the next meeting
- Authority
The Committee is authorised to seek information and advice either within the Trust or
externally on any matters within its Terms of Reference. - Review
The Committee will review its own performance, relevant sections of the Constitution and Terms of Reference at least once a year to ensure it is operating at maximum effectiveness.
Any proposed changes will be submitted by the Council of Governors to the Board of
Directors for approval.
Council of Governors – Terms of Reference
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