Terms of Reference of Nomination Committee

These Terms of Reference constitute regulations of the Board of Directors for the purposes of the Articles of Association of the Retirement Planning Council of Ireland.

In these Terms of Reference:

  • the Committee” means the Nomination Committee;
  • the Council” means the The Retirement Planning Council of Ireland;
  • the Board” means the Board of Directors of the Council.


Membership
Members of the Committee shall be appointed by the Board and at all times under the direction of the Board. The Committee shall be made up of at least three members who shall also be directors of the Council and comprise the majority of the Committee.
Only members of the Committee have the right to attend Committee meetings. However, other individuals such as other Board members, the Office Manager or external advisors, may be invited to attend all or part of any meeting as and when appropriate.
The Chairman of the Committee shall be appointed by the Board.

Secretary
The Committee shall appoint one of its members to act as the Secretary of the Committee.

Quorum and Proceedings
The quorum necessary for the transaction of business shall be 2 members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
Questions arising at any meeting shall be determined by a majority of votes and in the case of an equality of votes, the Chairman shall have a second or casting vote.
Attendance at a meeting may include attendance via teleconferencing facilities. A resolution in writing signed by all the Members of the Committee shall be as effective as a resolution passed at a meeting of the Committee duly convened and held and may consist of several documents in the like form, each signed by one or more of the Members of the Board. Signature by verified email shall constitute a valid signature for the purposes of such resolution.

Frequency of Meetings
The Committee shall meet at least once a year.

Notice of Meetings
Meetings of the Committee shall be convened by the Secretary of the Committee at the request of the Chairman of the Committee.
Unless otherwise agreed between the members of the Committee, 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, any other person required to attend, no later than 3 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.

Minutes of Meetings
The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.
The Secretary shall endeavour to ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly.
Minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board.

Annual General Meeting
The Chairman of the Committee, or his / her nominee, shall attend the Annual General Meeting prepared to respond to any questions on the Committee’s activities.

Duties
The Committee shall:
[regularly] review the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its
current position and make recommendations to the Board with regard to any changes;

be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;
before making a recommendation, 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. In identifying suitable candidates the Committee shall:
consider candidates from a wide range of backgrounds;
consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position.

The Committee shall also make recommendations to the Board concerning:
suitable candidates for membership of the Audit Committee, Operations Committee, and other Board Committees, in consultation with the Chairmen of those Committees;
the re-appointment of any non-executive Board member 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 the knowledge, skills and experience required.

Reporting Responsibilities
The Committee Chairman or his/her nominee shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

Other Matters
The Committee shall:-
Have access to sufficient resources in order to carry out its duties, including access to the Council’s secretariat for assistance as required;
Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members;
Oversee any investigation of activities which are within its terms of reference;
Once a year, review its own performance, and terms of reference, to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

Authority
The Committee is authorised:-
To seek any information it requires from any employee of the Council in order to perform its duties;
To obtain, at the Council’s expense, outside legal or other professional advice on any matter within its terms of reference; and

Terms of Reference approved by the Board of Directors of the National Retirement Planning Council on 2016.