1. ROLES AND DUTIES
The Nominating Committee shall:
- regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the board and make recommendations to the President, the CEO and the Supervisory Board with regard to any changes;
- formulate plans for succession for non-executive directors and for the key executive roles of president, vice-president, and treasurer of WAN-IFRA;
- serve as a central point of discussion and recommendation to the Supervisory Board of candidates for election;
- make recommendations to the Supervisory Board concerning the re-appointment of any non-executive director at the conclusion of their specified 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 and the need for progressive refreshing of the board.
Before any appointment is made by the board, the Committee shall 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 the appointment. In identifying suitable candidates, the committee shall:
- consider candidates from a wide range of backgrounds;
- consider candidates on merit and against objective criteria and with due regard to the benefits of diversity on the board, including gender, taking care that appointees have enough time available to devote to the position.
Prior to the appointment, the proposed appointee should be required to disclose any other business interests that may result in a conflict of interest. Serving Board members are expected to report any change in business interests that could result in a conflict of interest.
The committee shall comprise up to 8 non-executive directors, with the WAN-IFRA President ex-officio, and the CEO – able to attend without being a member of the committee.
A majority of the members of the committee shall be members of the WAN-IFRA Supervisory Board, its Advisory Boards, or Regional Committees.
Appointment to the Nominating Committee consider candidates on merit and against objective criteria and with due regard for the benefits of diversity on the board.
Only members of the committee have the right to attend committee meetings. However, other individuals and external advisers may be invited to attend for all or part of any meeting, as and when appropriate and necessary.
Appointments to the committee are made by the Executive Board and shall be for a period of up to three years, which may be extended for further periods of up to three years, provided the director still meets the criteria for membership of the committee.
The Executive Committee shall appoint the committee chairman who should be an independent non-executive director. In the absence of the committee chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting.
The WAN-IFRA President should not chair the nominating committee when it is dealing with the appointment of a successor chairman,
The chairman of the nominating committee will attend the AGM to answer any questions which may be raised by members on matters within the committee’s area of responsibility.
The Chairman of the Committee shall ensure that on appointment to the role of President, Vice Presidents, and Treasurer, appointees receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside board meetings.
The company CEO or his/her nominee shall act as the secretary of the committee.
The nominating committee will have access to the services of the Secretariat on all committee matters, including assisting the chairman in planning the committee’s work, drawing up meeting agendas, maintenance of minutes, drafting of material about its activities for the annual report, collection and distribution of information and provision of any necessary practical support.
The secretary will ensure that the nominating committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues.
The committee shall meet as required by means of either in-person meetings or conference calls.
Meetings of the committee shall be called by the secretary of the committee at the request of the committee chairman.
Unless otherwise agreed, notice of each meeting confirming the venue/mean, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the committee, any other person required to attend and all other non-executive directors, no later than five working days before the date of the meeting.
Supporting papers shall be sent to committee members and to other attendees, as appropriate, at the same time.
The secretary shall minute the proceedings and resolutions of all committee meetings, including the names of those present and in attendance.
Draft minutes of committee meetings shall be circulated promptly to all members of the committee. Once approved, minutes should be circulated to all other members of the board unless in the opinion of the committee chairman it would be inappropriate to do so.
The committee chairman shall report to the Supervisory Board on its proceedings after each meeting on all matters within its duties and responsibilities.
The committee shall produce a report to be included in the company’s annual report about its activities, the process used to make appointments.
The report should include a statement of the Board’s policy on diversity, including gender, any measurable objectives that it has set for implementing the policy, and progress on achieving the objectives.
7. OTHER MATTERS
The committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed
The Committee shall arrange for periodic reviews of its own performance and review its 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.
Selection criteria for the nomination of the Vice Presidents and the Supervisory Board members are available here.
Update, April 2018