TERMS OF REFERENCE

Constitution

The University of Aberdeen Court has established a Committee of the Court known as the Governance & Nominations Committee.

Scope

The Committee has a standing role to advise Court on matters of governance and to conduct on its behalf, reviews of the University’s governance.  The Committee also has responsibility for considering nominations for vacancies in Court membership and vacancies in the membership of Court sub-committees.

Membership

Members of the Committee shall be appointed by the Court and shall be made up of:

  • Five Independent Members: one of whom to be Chair (the Chair should not also serve as the Senior Governor of Court or Chair of Policy and Resources Committee); The Senior Independent Member should also normally be a member of the Committee or be invited to meetings ‘in attendance’;
  • Principal (or Senior Vice-Principal as alternate with agreement of Chair);
  • A staff member of Court (who is not a Senate Assessor and who may be another elected staff member of Court or trade union nominated member of Court);
  • A Senate Assessor;
  • A Students’ Association nominated member of Court.

In addition the Committee will have the power to co-opt additional members subject to the approval of Court.

Only members of the Committee have the right to attend Committee meetings.  However, other University Officers or individuals may be invited to attend for all or part of any meeting, as and when appropriate and necessary.  The University Secretary and the Clerk will normally be in attendance at meetings.

Meetings

  • The Committee shall meet at least three times a year and at such other times as may be required to enable it to perform its duties;
  • The quorum necessary shall be 50% of formal membership (including Chair);
  • All matters brought before the Committee shall be determined by a majority of those present at the meeting, and in the case of an equality of votes the Chair shall have a second or casting vote; 
  • The schedule of meetings will be agreed annually;
  • Meetings of the Committee shall be summoned by the Clerk subject to the prior approval of the Chair; Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of the items to be discussed, shall be forwarded to each member of the Committee, at least 7 working days before the meeting; 
  • No person other than permitted attendees shall be entitled to receive any papers relating to matters being considered by the Committee, unless authorised by the Chair.

Authority

  • The Committee is authorised to obtain, at the University’s expense, outside legal or other professional advice on any matters within its terms of reference.  

Remit

The Committee is authorised by Court to:

  • advise Court on matters of governance and conduct reviews of the University's governance on its behalf;
  • ensure the University has met the governance requirements of the Scottish Code of Good HE Governance, Scottish Funding Council and charities regulator;
  • review key governance risks and monitor the adequacy and effectiveness of respective mitigation, activities and controls;
  • recommend to Court the process to be undertaken in the appointment or re-appointment of the Principal and the University Secretary & Chief Operating Officer, specifying also the authority of any selection committee within such process and the points at which its approval must be sought;
  • receive assurance reports on the continuity plans for senior management positions (in the event of unexpected absences);
  • make recommendations to Court on the appointment or re-appointment of independent members of Court, and Court representatives on Court and joint Court/Senate Committees;
  • advise Court on the process for the appointment and election of the Senior Governor as required;
  • monitor Court members’ compliance with the Code of Conduct for Members of Court, including upholding the nine principles of Public Life in Scotland; and to undertake those duties ascribed to it by Resolution No 288 of 2017 (Procedure for Removal of members of the University Court);
  • monitor the operation of the University's Code of Practice on Conflicts of Interest and to make reports and recommendations to the University Court;
  • review annual declarations of interest and to take further action where required.
  • consider and, if appropriate, approve requests for the holding of shares, executive directorships, or other directorships;
  • give advice regarding any matter of University governance or potential area of conflict of interest referred to it (e.g. international collaboration, ethical or reputational issues);
  • consider all prospective donations of £1M or more, and any other prospective donations with the potential to give rise to significant ethical or public interest and to advise Court as appropriate.  To ensure the University has appropriate policies and guidance in place relating to the same;
  • consider and recommend to Court nominations for the award of University Benefactor.

Duties

In fulfilling its role, the Committee shall:

  • consider candidates on merit and with due regard for the benefits of equality and diversity;
  • satisfy itself that the balance of skills, knowledge, experience and diversity on each appointment that falls within the Committee’s remit supports the objectives of the University;
  • satisfy itself that candidates can devote enough time to the role;
  • satisfy itself that any candidate’s business interests which might create an actual or potential conflict of interest with the University of Aberdeen has been identified and considered, and make recommendations to Court on the authorisation of any conflict of interest;
  • ensure that a documented, consistent and transparent process exists and is applied to all the Committee’s appointments and includes open advertising, encourages candidates from a wide range of backgrounds, and a robust selection process;
  • ensure that so far as is within its control, the outcome of any decision by the Committee is not communicated to any candidate, before Court has approved the appointment;
  • monitor the succession plan for each body that falls within its remit, and oversee the pipeline of succession to ensure that there are no gaps in appointments and the membership of each body meets the requirements of the Court’s regulations and those of the Scottish Code of Good HE Governance, SFC or other relevant sector guidance.

Reporting Responsibilities

  • The Clerk shall minute the proceedings of all Committee meetings, including the names of those present and in attendance; 
  • Minutes of Committee meetings shall be circulated promptly to all members of the Committee and will be formally signed off at the next Committee meeting; 
  • The Committee shall report to Court on such other matters as Court may require. The Committee shall make recommendations to Court on the matters that have been considered or reviewed by it at the Court meeting following the meeting of the Committee;
  • The Committee shall make a statement in the annual report about its activities. 

Other

The Committee shall:

  • at least once every year, review its terms of reference and at least every two years, review its own performance to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Court for approval;
  • be provided with appropriate and timely training, both in the form of an induction programme for new members and an ongoing basis for all members;
  • give due consideration to laws and regulations, the provisions of the Scottish Code of Good Higher Education Governance and the Scottish Funding Council.

Membership 2020/2021   

  • Chair – Eleanor Bentley (Interim)
  • Ms C Backwell
  • Ms E Roberton
  • Mrs J Shirreffs
  • Mr G McRae (Interim)
  • Professor G Boyne with Professor K Leydecker as alternative
  • Dr M Mills – with Dr H Martin as alternate
  • Professor J Schaper
  • Ms C Wallback

In attendance:

  • University Secretary;
  • Senior Independewnt Member:  Nuala Booth
  • Clerk to the Court.