The HALO Trust
Governance / Nominating Committee
Established under Article 29 of the Articles of Association

1. Purpose

To enable the Board of Trustees of the HALO Trust (HALO) to discharge its responsibilities more effectively, the Governance / Nominating Committee is established:

Governance:

• Supporting the Board to ensure that it is fulfilling its duties and obligations to the charity including:
  
  

• The role and responsibility of Board members individually and collectively;
• Term limits for Board membership;
• Designing and managing appropriate governance/Board member monitoring and review processes.
  
  

• To establish and regularly review the overall governance policies and supporting documentation to ensure that we remain at the forefront of best practice;
  
  
• To make sure that the mechanisms are in place to enact governance decisions at the executive level;
  Regularly to review the terms of reference and make recommendations, as appropriate, for the different committees of the Board.

Nominating:

• To identify and to present, for the discussion and approval of the Board, potential candidates to act as Trustees;
  
  
• To identify and to present, for the discussion and approval of the Board, candidates for the role of Chair;
  
  
• To advise the Board on the balance of its membership in accordance with HALO's needs;
  
  
• To maintain a succession plan that is reviewed at least annually to ensure the continuing effectiveness of the Board with a broad range of members with appropriate skills compatible with HALO's requirements and;
  
  
• To oversee the process of appointing the Chief Executive and the Company Secretary

2. Membership etc.

2.1 The members of committee shall comprise at least three and no more than five Trustees.

2.2 The Chief Executive shall not be a member of the committee but shall be “in attendance” as a matter of course, with a nominated member of the executive acting as secretary to the committee.

2.3 The Board shall appoint the chairman of the committee. 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.

3. Meetings

3.1. Meetings of the committee shall be called by the chairman or by the secretary of the committee at the request of any of its members. There shall be at least two meetings in each year.

3.2. The quorum shall be three members. No member can act as proxy or alternate for any other member.

3.3. 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 date of the meeting. Supporting papers shall be sent to committee members and to other attendees as appropriate, at the same time.

3.4. The secretary shall minute the proceedings and decisions of all meetings of the committee. Draft minutes shall be circulated promptly to all members of the committee.

4. Process matters

4.1. The committee chairman shall report regularly to the Board on its proceedings.

4.2. Before undertaking a nomination for a Trustee, the committee shall evaluate the balance of skills, knowledge and experience on the Board, and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment.

4.3. When seeking to identify suitable new Trustees, the committee shall, so far as practical and appropriate:

• If appropriate, use open advertising and/ or the services of external advisers to facilitate the search;
  
  
• Consider candidates from a wide range of backgrounds; and
  
  
• Consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position.
  
  

4.4. When seeking to identify candidates for the role of Chair, prior to public advertising, the committee shall consider any expressions of interest in the role from amongst current Trustees with the appropriate skills, experience and public profile.

4.5. The committee shall ensure that as part of the recruitment process potential candidates understand what is expected of them upon appointment to the Board, and on appointment, a Trustee receives 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.

4.6. The committee shall regularly review the New Trustee Recruitment and Induction Packs provided by the Executive.

These Terms of Reference are subject to ongoing compliance and annual review.

Effective from 13 June 2017