Terms of Reference

1 Purpose

To make recommendations to Court and manage the process for the appointment of the Senior Lay Member and co-opted members of Court, the Court’s nominations on the Curators of Patronage and the filling of vacancies as these arise in the Standing Committees of Court and Court and external members on Thematic Committees.

2 Composition

2.1 The Committee shall consist of eight members.

2.2 The Principal, the Senior Lay Member of Court, and the University Secretary, shall be ex officio members of the Committee.

2.3 The other members of the Committee shall include: at least one staff member of the Court, one member appointed on annual basis by the Students’ Association (normally the President) and the remaining to be lay members of Court at least one of whom shall be a General Council Assessor.

2.4 Court shall appoint members of the Nominations Committee on the recommendation of the Nominations Committee.

2.5 The term of office of lay members will be no longer than their membership of Court and will be for a maximum of three years.

2.6 The term of office of the staff member of Court will be no longer than their membership of Court and will be for a maximum of three years.

2.7 Previous members are eligible for re-appointment up to a normal maximum of two consecutive terms of office.

2.8 The Convener of the Committee shall be a lay member of Court appointed by Court on the recommendation of Nominations Committee except when the Committee is undertaking consideration of their successor. In these circumstances the University Secretary shall act as Convener of the Committee for that section of the meeting.

2.9 All members of the Nominations Committee are expected to comply with the University’s Code of Conduct as set out in the University’s Handbook and declare any interests which may conflict with their responsibilities as members of the Nominations Committee.

3 Meetings

3.1 The Committee will meet as required to fulfil its remit and will meet at least twice in each academic year.  Meetings may be held in person or virtually by means of videoconference, teleconference or other means.  With the prior approval of the Convener of the Committee urgent matters may be considered through correspondence.

3.2 Meetings will be timetabled on an annual basis and will take account of the schedule for Court meetings to ensure appropriate reporting.

3.3 Minutes, agendas and papers will normally be circulated to members of the Committee at least five working days in advance of the meeting. Late papers may be circulated up to two days before the meeting. Only in the case of extreme urgency and with the agreement of the Convener will papers be tabled at meetings of the Committee.

3.4 Non-contentious or urgent matters not on the agenda may be considered at a meeting subject to the agreement of the Convener of the meeting and the majority of members present.

3.5 Papers will indicate the originator/s and purpose of the paper, the matter/s which the Committee is being asked to consider and any action/s required and confirm the status of the paper in respect of freedom of information legislation.

3.6 Four members of the Committee shall be a quorum. This number must include two lay members of Court one of whom shall be appointed Convener by the majority of members present for the duration of the meeting should the Convener of the Nominations Committee not be present. The Principal or the University Secretary must also be present.  In the event of a split decision, the Convener of the Committee shall have both a deliberative and casting vote.

3.7 A formal minute will be kept of proceedings and submitted for approval at the next meeting of the Committee. The draft minute will be agreed with the Convener of the Committee prior to circulation and in the case of the absence of the Convener at a meeting the Committee member appointed to act as Convener for the duration of that specific meeting.

4 Remit

4.1 To make recommendations to Court on the appointment of co-opted members of Court and to manage the appointment process for these positions and for the position of Senior Lay Member.

4.2 To make recommendations to Court on the Court’s nominations on the Curators of Patronage.

4.3 To make recommendations to Court on the filling of all vacancies of Standing Committees as these arise and to keep Court informed of the membership of its Standing Committees. The current Standing Committees are as follows:

Audit and Risk Committee

Nominations Committee

Policy and Resources Committee

Remuneration Committee

Exception Committee

Knowledge Strategy Committee (joint Committee with Senate)

4.4 To approve the filling of vacancies of Court members on Thematic Committees or any other Committee or Group as these arise and to inform Court of those appointed. The current Thematic Committees are as follows:

Estates Committee

Investment Committee

Risk Management Committee

Library Committee

University Collections Advisory Committee

Information Technology Committee

4.5 To manage the appointment process and make recommendations to Court in respect of the appointment of members of Standing Committees external to the University and Court.

4.6 To manage the appointment process of members of Thematic Committees external to the University and Court, to approve the appointment of external members and to inform Court of those appointed.

4.7 To make recommendations to Court on the appointment of an independent Court member (i.e. external and independent to the institution - this includes Co-opted Members of Court, the Rector, the Chancellor’s Assessor, City of Edinburgh Council Assessor and General Council Assessors) as an intermediary Court member.

4.8 To consider, only at the request of any member of Court or the University Secretary, if there is a case for the removal of a co-opted member of Court and to advise Court on the outcome of its determination, in accordance with Court’s agreed procedure for dealing with such circumstances.

4.9 To consider, only at the request of any member of Court or the University Secretary, if there is a case for the removal of any Assessor of Court or student representative on Court and to make recommendations to Court according to the outcome of its determinations.

5 Other

5.1 The Committee will from time to time undertake a review of its own performance and effectiveness as part of the overall review of the effectiveness of Court and its Committees and report thereon to Court.

5.2 In order to fulfil its remit the Committee may obtain external professional advice as necessary.

5.3 A report on issues discussed at each meeting will be provided to the subsequent meeting of Court.

5.4 Membership of the Committee will be published on the University’s website.

5.5 To undertake such other responsibilities as the Court may determine.

Last updated on 15 June 2020