Governance and Nominations Committee

1. Status

1.1 In accordance with the Scottish Code of Good HE Governance and the University’s core governance framework, Court has established the Governance and Nominations Committee (the Committee). These Terms of Reference, approved by Court, define the Committee’s purpose, delegated authority, responsibilities and operating arrangements. They should be read in conjunction with other key governance documents available at Court's Key Documents.

1.2 The Committee shall only act within its approved remit, escalating matters that exceed its delegated authority as defined in the Scheme of Delegation and Decision-Making Powers or present material risk to Court in a timely and transparent manner, in accordance with the University Court Standing Orders and recognised good governance practice.

1.3 Delegation to the Committee does not transfer or diminish Court’s collective responsibility or accountability. Court retains the right to rescind or vary any decision of the Committee, without prejudice to actions already undertaken.

1.4 In the event of any question arising between different aspects of the University’s suite of governance documents, the Order prevails, followed by the University Court Statement of Primary Responsibilities, then the University Court Standing Orders and applicable Codes of Conduct, and thereafter the Scheme of Delegation and Decision‑Making Powers and other relevant policies and procedures including these Terms of Reference.

2. Purpose and Scope

2.1 The purpose of the Committee is to support Court by:

providing assurance on the effectiveness of the University’s governance arrangements and structures;
overseeing the composition, membership and succession planning of Court and its standing committees;
overseeing the performance and effectiveness of Court, Senate and committees; and
monitoring compliance with the Scottish Code of Good Higher Education Governance and other applicable governance requirements.

2.2 The implementation and administration of governance arrangements and nominations processes are the responsibility of the Principal and Vice-Chancellor and the Senior Leadership Team under delegated authority.

3. Responsibilities

3.1 Governance and Assurance

a) provide assurance to Court on the adequacy and effectiveness of the University’s governance arrangements and structures including compliance with relevant governance frameworks and codes, such as the Scottish Code of Good HE Governance; and
b) keep governance arrangements under review and recommend improvements to Court as appropriate.

3.2 Court and Committee Effectiveness

a) oversee the effectiveness of Court, Senate and their standing committees, including commissioning and reviewing periodic effectiveness reviews; and
b) monitor the implementation of agreed actions arising from effectiveness reviews.

3.3 Governance Frameworks and Good Practice

a) keep under review the University’s core Governance Framework, having regards to emerging good practice and regulatory requirements and recommended any necessary change to Court for approval.

3.4 Membership, Nominations and Succession Planning

a) oversee the membership, composition and succession planning of Court and its standing committees including consideration of skills, experience and diversity;
b) oversee processes to identify and consider candidates including nominations and expressions of interest and recommend appointments to Court and its committees to Court for approval; and
c) ensure that appointment and reappointment processes are transparent, fair and effective.

3.5 Induction, Development and Support

a) oversee arrangements for the induction, development and ongoing support Court and Committee member; and
b) review the effectiveness of these arrangements in enabling members to discharge their responsibilities.

3.6 Equality, Diversity and Inclusion

a) have due regard to equality, diversity and inclusion in carrying out its responsibilities including in governance reviews, appointments and succession planning;
b) promote diverse, inclusive and representative membership of Court and its committees; and
c) ensure that equality impact assessment, or equivalent consideration, is undertaken where required for governance policies, practices and significant changes

3.7 Review of Effectiveness

a) undertake an annual review of the Committee’s effectiveness, remit and sufficiency of delegated authority, including these Terms of Reference, and consider whether any amendments are required in light of legislative changes, governance frameworks or recognised good governance practice, with any proposed updates recommended for approval by Court.

3.8 Other Responsibilities

a) take such other actions as are required or directed by Court in relation to effectiveness of governance arrangements, Court and committee structures, membership, appointments and succession planning.

4. Composition

4.1 The Committee shall be constituted to ensure an appropriate balance of skills, knowledge and experience.

4.2 All members of the Committee shall comply with the Code of Conduct for Members of the University Court and shall declare and manage conflicts of interest in accordance with the University Court Standing Orders.

4.3 The Committee shall be chaired by the Chair of Court or, in their absence, another lay members as agreed by the Committee.

4.4 Membership:

Appointed:
a) Three lay members of Court (one to act as Chair, where applicable, and one to act as Vice-Chair)
b) One member of Court from amongst the elected or union-nominated staff members of Court
c) One student member of Court1
Ex Officio:
a) Chair of Court
b) Vice‑Chair of Court
c) Principal and Vice‑Chancellor
d) Deputy Principal and University Secretary

4.5 Non-members may be invited to attend meetings at the discretion of the Chair to contribute expertise to specific agenda items.

4.6 The Secretary to the Committee shall be the Head of Governance and Deputy Secretary or their nominee.

4.7 The Governance and Policy Officer shall act as Clerk to the Committee and shall be responsible for minute‑taking.

5. Meetings and Proceedings

5.1 The Committee shall conduct its business in accordance with the Standing Orders which apply to Committees with any necessary modifications and subject to any Committee‑specific provisions approved by Court.

5.2 Meetings shall be held at least four times per academic year or more frequently as required.

6. Quorum

6.1 Three members, of whom at least two shall be lay members of Court.

7. Reporting

7.1 The Committee reports directly to Court through the submission of its minutes (these can include unapproved minutes agreed with the Committee Chair) to the next available meeting of Court.

7.2 The Committee will also report to Court through a paper relating to any substantive matters for consideration.

Approved by Court, 17 June 2026