Nomination Committee Terms of Reference

Approved on 12 December 2023

 

Membership

1.1 The Nomination Committee (Committee) shall comprise at least three Commissioners. Appointments to the Committee shall be made by the Board.

1.2 Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Director General, the Executive Director, People & Culture and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.

1.3 The Committee Chair will be the Chair of the Board (Chair). In the absence of the Committee Chair and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting from those who would qualify under these terms of reference to be appointed to that position by the Board. The Chair of the Board shall not chair the Committee when it is dealing with the matter of succession of the Chair of the Board.

Secretary

2.1 The Commission Secretary, or their nominee, shall act as the secretary of the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

Quorum

3.1 The quorum necessary for the transaction of business shall be two.

Frequency of meetings

4.1 The Committee shall meet at least twice a year and otherwise as required.

Notice of meetings

5.1 Meetings of the Committee shall be called by the Commission Secretary at the request of the Committee Chair or any of its members.

5.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend no later than five working days before the dates of the meeting. Supporting papers shall be sent to Committee members and to other attendees, as appropriate, at the same time.

Minutes of meetings

6.1 The Commission Secretary shall minute the proceedings and decisions of all Committee meetings, including recording the names of those present and in attendance.

6.2 Draft minutes of committee meetings shall be circulated to all members of the Committee for review.

Engagement with stakeholders

7.1 Activities of the Nomination Committee and its membership shall be reported in the JFSC’s Annual Report.

Duties

8.1 The Committee shall:

8.1.1 Regularly review the structure, size and composition (including the skills, knowledge,

experience and diversity) of the Board and make recommendations to the Board with regard to any changes;

8.1.2 Ensure plans are in place for orderly succession for Commissioners and the Director General’s direct reports and oversee the development of a diverse pipeline for succession, taking into account the challenges and opportunities facing the JFSC, and the skills and expertise needed on the Board and Executive Board in the future;

8.1.3 Keep under review the leadership needs of the organisation, for both the Director General’s direct reports and Commissioners, with a view to ensuring the continued ability of the organisation to meet international regulatory standards;

8.1.4 Keep up-to-date and fully informed about strategic issues and regulatory/legal changes affecting the JFSC and the arena in which it operates;

8.1.5 Be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;

8.1.6 Before any appointment is made by the Board, evaluate the balance of skills, knowledge, experience and diversity on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment and the time commitment expected;

8.1.7 Oversee the recruitment process for the appointment of a Commissioner, to ensure it is in accordance with the Jersey Appointments Commission’s (JAC) Guidelines.

8.1.8 Work with the JAC on the recruitment of a Chair and a Director General, noting that these appointment processes are overseen by the JAC.

8.1.9 Use open advertising or the services of external advisers to facilitate the search for Chair, Commissioner and Director General candidates;

8.1.10 Consider candidates from a wide range of backgrounds; consider candidates on merit and against objective criteria, having due regard to the benefits of diversity on the Board and taking care that appointees have enough time available to devote to the position;

8.1.11 Request that the proposed appointee disclose other significant time commitments and advise that any additional future commitments should not be undertaken without prior approval of the Chair (or Deputy Chair if relates to Chair);

8.1.12 Request that the proposed appointee disclose any other business interests that may result in a conflict of interest. These must be authorised by the Chair (or Deputy Chair if relates to Chair); prior to appointment and any future business interests that could result in a conflict of interest must not be undertaken without prior authorisation of the Chair;

8.1.13 Ensure that, on appointment to the Board, Commissioners receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, service and involvement outside board meetings;

8.1.14 Oversee the process for internal, annual Board evaluations and consider an external evaluation every three years. The results of such evaluations shall then be made available to the Board.

8.1.15 Instigate an annual review of individual Commissioner’s performance. Performance evaluation should be used to assess whether the Commissioners are spending enough time to fulfil their duties;

8.1.16 Work and liaise as necessary with other Board Committees, ensuring the interaction between Committees and with the Board is reviewed regularly; and

8.1.17 Advise the Director General on matters relating to the continuation of office or termination of service of one of the Director General’s direct reports, as an employee of the JFSC, subject to the provisions of the law and their service contract.

The Committee shall also make recommendations to the Board concerning:

8.1.18 Any changes needed to the succession planning process if its periodic assessment

indicates the desired outcomes have not been achieved;

8.1.19 Suitable candidates as new Commissioners and succession for existing Commissioners;

8.1.20 Membership of the Audit, Risk and Remuneration committees, and any other Board

Committees as appropriate, in consultation with the chair of those Committees;

8.1.21 The reappointment of Commissioners at the conclusion of their first five-year term of office, having given due regard to their performance and ability to continue to

contribute to the Board in the light of knowledge, skills and experience required to ensure the JFSC’s long-term sustainable success and taking into account the need for progressive refreshing of the Board;

8.1.22 Any matters relating to the continuation in office of any Commissioner; and

8.1.23 The appointment of the Director General.

Reporting responsibilities

9.1 The Committee Chair shall report to the Board after each meeting on the nature and content of its discussion, recommendations and action to be taken.

9.2 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed, and adequate time should be made available for Board

9.3 The Committee shall produce a report to be included in the JFSC’s Annual Report describing

the work of the Nomination Committee, including:

• the process used in relation to appointments, its approach to succession planning and how both support the development of a diverse pipeline;
• how Board evaluation has been conducted, the nature and extent of an external evaluator’s contact with the Board and individual Commissioners, the outcomes and actions taken, and how it has influenced or will influence Board composition;
• the policy on diversity and inclusion, its objectives and linkage to the JFSC’s strategy, how it has been implemented and progress on achieving the objectives; and
• the gender balance of the Commission Board.

9.4 If an external search consultancy has been engaged, it should be identified in the JFSC’s Annual

Report alongside a statement about any other connection it has with the JFSC, individual Commissioners or Senior Management. discussion when necessary.

Other matters

10.1 The Committee shall:

10.2 Have access to sufficient resources in order to carry out its duties, including access to the Commission Secretary for advice and assistance as required;

10.3 Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members;

10.4 Give due consideration to all relevant laws and regulations and any other applicable rules/policies, as appropriate;

10.5 Ensure that a periodic evaluation of the Committee’s own performance is carried out; and

10.6 At least annually, review the Committee’s constitution and Terms of Reference to

ensure it is operating at maximum effectiveness and recommend any changes it  considers necessary to the Board for approval.

Authority

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