Governance and Nominations Committee

Reporting Arrangements

1. The Governance and Nominations Committee (GNC) is accountable to and reports to the Board of Trustees (BOT).

 Purpose and Scope

1. The Nominations Committee is an ad hoc sub-committee of the Board of Trustees (BOT) and has been delegated authority to assist the BOT in deciding on the appropriate composition for the BOT and BOD including appointing new members, reviewing the performance of existing members and taking stock of the skills composition for the BOT and BOD to ensure they can effectively discharge its oversight duties as Albion evolves.

 Responsibilities

1. Receive and review nominations for BOT/BOD membership by seeking nominations, and shortlisting and interviewing candidates.
2. Recommend to the BOT the appointment of a member to the BOT/BOD based on candidates’ performance in an interview.
3. Ensure BOT/BOD approved members receive induction and professional development prior to commencing their duties.
4. Evaluate the performance of BOT/BOD members, having regard to the attendance and contribution of individual members in meetings, and the outcome of a skills audit.
5. Audit the skills and experience of BOD members to ensure the BOT/BOD has the appropriate mix of skills and expertise to discharge its governance duties.
6. Report to the BOT on activities relating to the induction of new board members, and outcomes from evaluation of members’ performance and audit of skills composition of the BOT/BOD.

Membership

1. Nominations Committee members will be appointed by the BOT and shall consist of not more than 4 persons with expertise covering governance, quality assurance, higher education regulation and compliance, and comprising:
   1. a majority of independent or external members including:
      1. At least one (1) independent trustee
      2. At least two (2) external members nominated by the BOT, with relevant knowledge, and an understanding of the higher education sector
2. The Chair of the Nominations Committee will be an independent director appointed by the BOT but may not be the BOT or BOD Chair.

Term of Office

1. Independent and external members shall serve for one (1) year in the first instance and be eligible for reappointment for up to two (2) years.
2. Casual vacancies shall be filled by invitation of the BOT and shall serve only the remaining period of the member they replace.

Resignations and Removal from Office

1. A member may resign from his/ her office by notice of resignation in writing to the committee.
2. A committee member may be removed from office for breach of a duty set out above in the “Responsibilities” section including the inability of the member to meet ‘Fit and Proper Persons Requirements’ as required by the OFS as detailed in the Constitution. See also the Board of Directors Governance Review and Conduct Policy
3. The motion for removal must not be put to the vote of the meeting unless the Nominations Committee member concerned has been given a reasonable opportunity to reply to the motion prior to the meeting in writing and may be given an opportunity to respond in person at the meeting if deemed necessary.
4. If the member for whom the motion for removal refers to does not attend the meeting, a reasonable opportunity to reply to the motion is taken to have been given if notice of the meeting has been duly given.

Meeting Frequency and Quorum

1. As an ad hoc committee, the Nominations Committee will meet only as required. Meetings may be face-to-face, electronic or combination of face-to-face and electronic meetings.
2. No business may be transacted unless there is a quorum of half of the number of committee members (not including casual vacancies).

Secretary of the Committee

1. The Chair in consultation with the Director of Operations shall appoint a member of administrative staff to be the Secretary for the Nominations Committee.