Leadership Foundation

15. Nominations committee

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Introduction and aim

This briefing note considers the work of the nominations committee. The committee advises the governing body on the appointment of new members, and on the renewal of governors whose membership would otherwise expire. The committee’s aim is to ensure the governing body is able to manage all of its responsibilities by having an appropriate balance of knowledge and skills amongst its membership.

Requirement to establish

All governing bodies are required to establish a nominations (or similar) committee to meet a specific requirement of the relevant higher education code of governance.

Purpose and duties

The role of the nominations committee is to offer advice to the governing body on the appointment of new members, and on the renewal of governors whose membership would otherwise expire.

The nominations committee will also normally review the membership of the governing body’s committees, seeking to ensure the number of members and mix of skills is appropriate. Some institutions seek to rotate members between the different committees to refresh and renew their membership and to enable governors to gain a better understanding of the different areas of the institution’s work.

Membership categories

Governing bodies have different categories or classes of membership. Normally, there is a specified number of members or range associated with each category or class. Where there is some flexibility to the actual number of appointments for a given category or class, the nominations committee is generally tasked with advising the governing body on the number of members for a forthcoming period, and the overall numbers on the governing body.

Appointments to some categories or classes, for example, from the student body or academic community are either ‘ex-officio’ positions (eg student union president) or agreed or elected by senate or academic board. There may also be places reserved for founding groups or bodies. Appointments to these categories of membership do not normally fall under the remit of the nominations committee.

The nominations committee typically advises the governing body on the appointment of independent ‘lay’ members and frequently some categories of co-opted members.

Skills matrix

To support the work of the nominations committee, the clerk or secretary will usually maintain a skills matrix, briefly summarising the relevant knowledge, experience and skills of the governing body’s members. The matrix informs the committee’s assessment of the mix of skills available to the governing body and its committees; helping to identify where there are gaps. The recruitment of new members is normally targeted at removing an identified or impending skills gap (arising from, say, the retirement of an existing member).

What skills are needed?

The skills and expertise sought from members of a governing body will typically include one or more of the following:

• Higher education policy and management – specialist knowledge of the sector
• The management and operation of large and complex organisations – experience of decision-making and management in a large organisation
• Key business specialisms and functions – typically including such areas as auditing, finance, the law and marketing

In addition, some governing bodies need to take account of, or wish to appoint members who:

• Have specific industrial or professional backgrounds which align with the institution’s curriculum – this might include a background in medicine for an institution with a large medical school, or art and design for a specialist arts based institution
• Are appointed on behalf of named stakeholders – for example, a religious or civic foundation
• Live in the institution’s immediate geographical area – reflecting the institution’s links with its local community

It is also worth noting that the operating environment for higher education is dynamic, and this will impact the skills and attributes required by the governing body.¹

Size, composition and period of membership

The size and composition of its membership should be configured to give the governing body the knowledge and expertise it needs to effectively carry out its work. It should also contain a balance between individuals who have served on the governing body for a number of years and others who have joined more recently.

If the size, composition of skills or the profile of members’ service is judged inappropriate, consideration will need to be given to adjusting its size and membership composition to ensure it is ‘fit-for-purpose’.

A fundamental review of the governing body’s size and composition may be triggered by a change of Chair, with different views to the previous incumbent, or result from an external review of effectiveness. If a significant change in size or composition is judged necessary this may need to be phased in over a number of years, using, for example, the opportunities that arise when existing members retire.

Finding new members

Recruitment practices vary between institutions. In seeking new members some institutions rely heavily on personal contracts and networks, while others advertise their vacancies. A survey of institutions on the use of advertising to attract applications for governor vacancies offered a mix picture.² Some institutions experienced a very good response to the placing of an advertisement, while for others the number and quality of applications received was disappointing.

Equality and diversity

A view that in the past membership of some governing bodies has been drawn predominately from a small number of socio-economic groups has lead to calls for governing bodies to take a more active role to increase their diversity.

Reflecting similar discussion about the boards of public limited companies and the benefits of having diversity, including a greater number of female non-executive directors, governing bodies are being encouraging to move to having a more diverse membership, not least to avoid the risk of ‘groupthink’.

Whilst the gender diversity of HEI governing bodies is much greater than for the boards of most public companies, a report published in November 2013 found few governing bodies had achieved parity of gender when it came to their composition.³

The recruitment process

Being clear what skills and expertise and type of person sought is key to successful recruitment. Increasingly institutions, especially when advertising vacancies, produce an applicants’ briefing pack containing information about the institution, including a role description for governors. The role description typically details the responsibilities of the governing body, the role of governors, attributes/qualities sought, expected standards of behaviour (typically based on the Nolan principles), term of office and an indication of the time required to undertake the role.

When recruiting by advert, applicants will normally be asked to register their interest in a vacancy by submitting a letter of application. Applicants demonstrating the desired attributes/qualities will then be short-listed by those leading the selection process (eg Chair of the governing body or recruitment board). Short-listed candidates will be invited to meet with the same individuals or group, so their suitability can be assessed. The outcome will be reported to the nominations committee, who will then decide whether to recommend an appointment to the governing body.

If a less formal process is used, individuals who are identified as meeting the skills required by the governing body will be approached and ‘sounded-out’ as to whether they are interested in joining the governing body. If a positive response is forthcoming, the individual will be asked to submit a resumé of their career and expertise for the nominations committee to consider, and make a recommendation accordingly.

Judging suitability

In judging an individual’s suitability to join the governing body a number of factors should be considered. These include the individual’s skills and expertise, their personal characteristics and likely ‘fit’ with the governing body, whether they are clear about the distinction between governance and management, and if they are able to commit sufficient time to successfully undertake the role.

Renewing existing members

At the end of a member’s term (usually 2 to 4 years), providing they are eligible to serve another term, consideration will need to be given to renewing their period of membership. The opportunity and desire to recommend renewal will depend on the individual’s willingness to serve another term, and on an assessment of their contribution to the work of the governing body. Increasingly members are subject to an annual appraisal, often conducted by the Chair or Deputy Chair, to discuss the contribution they make to the governing body. It is generally accepted that renewal of a member’s term should not be automatic.

Committee membership

The membership of the nominations committee varies between institutions. Often the Chair of the governing body will chair the committee and the head of institution may also be a member. Additional members may be drawn from other categories or classes of membership, and may include academic as well as lay members.

Succession planning

Individuals are limited to serving two or three terms as members of the governing body, and only exceptionally for a longer period. This ensures there is rotation of membership, providing the opportunity to refresh and renew the governing body. It does however mean that individuals with specific knowledge and skills, which may be of high value to the governing body and its work, will periodically retire, requiring replacements to be sought if the associated knowledge and skills are to be retained.

Anticipating the retirement of governors with desired knowledge or skills to allow a replacement to be found in good time should form part of the work of the nominations committee. Succession planning for the Chair of the governing body is of high importance.

Questions to consider

• Is the overall size of the governing body appropriate?
• What is the composition and balance of skills and expertise?
• Has the membership been regularly renewed and refreshed?
• Does the clerk or secretary maintain an up-to-date skills matrix?
• What process does the governing body use to recruit new members?
• How diverse is the governing body?
• Does proactive succession planning take place?

End notes and further reading

1. For a discussion on this point see, for example, The alchemy of the board, Governor Dialogues, No 2. Leadership Foundation for Higher Education, October 2014.
2. Based on the responses from 26 HEIs collated by Dr. P.V. Evans, University Governance Officer, University of York and circulated via the JISC Governance list in February 2013.
3. Women Count: Leaders in Higher Education, November, 2013.

April 2015
E: david.williams@lfhe.ac.uk
W: www.lfhe.ac.uk/governance
@LF4HE