Governance and Nominations Committee
(Governance committee of Council)
These Standing Orders should be read in conjunction with the Joint Standing Orders of Senate and Council.
The Chair of Council (Chair)*
The Vice-Chair of Council
The Vice-Chancellor and Warden or his nominated alternate, the Deputy Vice-Chancellor & Provost
Two lay members of Council
Two senior members of University staff, at least one of whom should be a senior academic and neither of whom should be serving members of the University Executive Committee.
The President of the Durham Students' Union
The Committee may co-opt up to two members. Co-opted members will be eligible for reappointment.
The following shall be in attendance:
Director of HR&OD (Adviser)
The Secretary to the Committee shall be appointed by the University Secretary and shall normally be a member of her office.
The Committee shall normally meet once a term.
The Committee shall use email circulation or telephone conferencing as appropriate to progress its business effectively.
The quorum is 50% of members and must include two lay members of Council.
To keep under review and advise Council on the University's governance arrangements, ensuring the University pursues good practice, and complies with external governance requirements;
To advise Council on all matters relating to the process for the appointment of Council members and their induction, mentoring, development and appraisal;
To recommend the appointment of new Council members, the Chair and Vice-Chairs of Council, and chairs and members of Council's committees;
Council retains responsibility for considering the detailed Equality, Diversity and Inclusion performance of the University but all University Committees must support and promote EDI through their activities.
Terms of Reference
The role of the Committee is as follows:
University Governance arrangements
- to keep under review and advise Council on the University’s corporate governance arrangements, including the conduct of Council business;
- to keep under review and make recommendations to Council on policies and processes relating to the Committee’s role;
- to monitor developments in governance good practice and make recommendations to Council;
- to monitor and receive assurance from the Vice-Chancellor about succession planning for key University roles;
Membership of Council
- to keep under review the membership and profile of Council, ensuring it has the necessary balance of skills and experience to enable it to fulfil its responsibilities;
- to keep under review Council member succession planning;
- to oversee a systematic and transparent selection process for the appointment of members of Council;
- to make recommendations to Council for the appointment and re-appointment of members;
- to oversee the processes for the selection of the Chair and of the Vice-Chairs of Council and to make recommendations to Council for their appointment;
- to regularly review the role descriptions for the Chair, Vice-Chair and Council members;
- to oversee and monitor the induction, mentoring, development and appraisal of Council members and committee chairs;
- to keep under review the deployment of Council members and their time commitments in respect of Council related activity;
- to monitor Council members’ compliance with the Council Code of Conduct;
- to review annually the Council Register of Interests and to ensure that potential conflicts of interest of Council members are published online;
- to recommend to Council targets to be set in relation to its membership diversity characteristics in addtion to gender balance;
- to make recommendations to Council for the establishment and disestablishment of all committees of Council and to recommend to Council changes to the terms of reference of Council's committee and Joint committees of Senate and Council;
- to review and make recommendations annually to Council for the membership of all committees of Council and any Council representation on Joint committees of Council and Senate;
- to make recommendations to Council for the appointment of Chairs of all committees of Council;
- to make recommendations to Council for a role descriptor for chairs and members of committees;
- to review and make recommendations to Council and, where appropriate, Senate on proposed changes to governance documents, including Statutes, Council Standing Orders, Statement of Primary Responsibilities of Council and Statement of Council’s delegations;
- to oversee Council’s statutory obligations in respect of the Durham Students’ Union, including : to review and approve on behalf of Council the Constitution, the Code of Practice, and the conduct of elections;
- to oversee the constitutional arrangements of University subsidiary companies and the proper conduct of their business, and to approve on behalf of Council the appointment of Council members to subsidiary and associated companies ;
- to consider any other matters referred to the Committee by Council;
- to develop processes and make recommendations to Council, for the periodic review of Council’s own effectiveness and that of its committees and the implementation of approved recommendations;
- to review annually the effectiveness of the Committee against its terms of reference and propose any recommendations for change to Council.
- to act with authority delegated by Council;
- to set up such task and finish groups as are necessary to expedite the Committee’s business;
The Committee shall provide a report to Council after each of its meetings, to include reference to any exercise of its delegated authority.
* A Vice-Chair shall chair part of any meeting of the Committee at which the appointment of the Chair of Council is discussed.