Process Ref:
Revision:
Revised:Owner:
Approver:CQI0075
1106 December 2023
Nominating Committee Chair
Board Chair

Post a SharePoint Migration this is now version 10 to align it with SharePoint versioning.
Note there were no changes between version 3 and 10.
Version 11 – align with new CQI Council

Terms of Reference for the Nominating
Committee
1 Purpose and Scope
1.1

On behalf of the CQI Board of Trustees, the role of the Nominating Committee(NC) is to:i.

Manage the selection process to nominate Members of the Institute as Board
Trustees, excluding co-opted Board members.

ii.

As requested, support the Board and Executive in identifying persons withpotential for Trustee succession planning.

iii.

As requested, provide advice to the Board of Trustees on appointments topositions on the Board’s sub-committees.

2 Accountabilities and Communication
2.1

The NC is accountable to the Board of Trustees.

3 Duties
3.1

3.2
3.3

To define and use a recruitment process for new Board Trustees and Trustees for
re-election that is transparent, robust, ethical, fair, addresses equal opportunityand diversity issues and that is approved by the Board of Trustees.
To ensure clear criteria on which to determine the suitability of candidates foreach appointment.
To nominate suitable candidates to ordinary members of the CQI Council forelection.

4 Regulations
4.1

The membership of the NC is as follows:

i.
4.2
4.3

Up to four members of the Board of Trustees (the Board) elected by theBoard.

The NC will elect its own Chair.
The NC will be supported by the Executive.

5 Tenure of NC Members
5.1
5.2

NC Members shall serve three-year terms unless they resign in the interim.
NC Members may serve no more than three consecutive terms.

CQI0075 NC Terms of Reference

Ver 11Page 1 of 2

5.3

All resignations shall be recorded.

6 Meetings
6.1

6.2
6.3

6.4

Meetings shall be scheduled as required by the Executive, Board of Trustees or as
directed by the Chair.
The quorum shall be 3 members of the NC.
The Executive shall provide a secretary responsible for proposing and agreeing
agendas, calling meetings, distributing papers and maintaining records and formal
minutes.
Meetings may take place electronically, physically or by conference call. Voting
shall be decided by a simple majority of members participating. The Chair of themeeting has the casting vote.

7 Responsibilities of Members
7.1

7.2
7.3

Members have a duty at all times to demonstrate attributes of integrity, honesty
and openness and shall declare wherever appropriate any interests material todiscussions or decisions.
When submitting nominations to the Council, the NC will provide a short CV foreach candidate and outline the reasons for each nomination.
Members of the NC who are themselves being considered by the NC for anappointment shall declare a conflict of interest and withdraw from the meeting forthe duration of any discussion and voting for which they have an interest.

8 Changes to these Terms of Reference
8.1

The NC will review its terms of reference annually and agree changes to theseTerms of Reference in consultation with the Board of Trustees.

Approver

Board Chair

Associated process
documents

CQI0064 - Appointment of Nominating Committee members
CQI0061 – Appointment of Trustees by the Council
CQI0137 – New Trustee Talent Development Process
CQI0138 – Board of Trustees Re-election Process

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