Authority 

• The Committee operates under the authority of, and reports to, the Board.

Remit 

• Ensure the Board of Management’s governance structure and arrangement remain fit for purpose, continue to satisfy the Code of Good Governance principles for Scotland’s Colleges, and advise the Board as appropriate.
• Manage the process by which non-executive members of the Board of Management are recruited, selected, and recommended for appointment. This should be done within the context of the College’s Scheme of Delegation and Standing Orders, and any applicable legislation and guidance.
• Monitor and evaluate the composition, skills, and experience base, as well as the representational balance of the Board of Management, considering, where relevant, the terms of office of members, and issues of equality, diversity, and inclusion.
• Consider applications for co-opted committee positions and make any recommendations to the Board of Management.
• Review and approve procedures for search, nomination, appointment, induction, development, and evaluation of Board Members.
• Ensure that the Board of Management provides leadership on matters relating to equality, diversity, and inclusion. This includes developing a statement for the Board of Management for inclusion in the Edinburgh College Equality Outcomes and Mainstreaming Report.

Membership and Attendance

• The Chair of the Board and at least three non-executive Board members (one of whom should be the Vice Chair of the Board) will be represented on the Committee. More than one-half of the Committee’s membership will comprise non-executive Board members. The remaining members may include staff and/or student Board members.
• The Chair of the Board shall act as Committee Chair.
• The Principal and Chief Executive may not be members.
• Additional members may be co-opted to the Committee with the approval of the Board of Management. Co-opted members shall contribute to the business of the Committee but will not have the right to vote.
• The Equalities, Diversity and Inclusion Lead shall attend meetings as required to advise the Committee on relevant matters.

Meetings and Quoracy

• The Committee shall meet at least once each academic year. Meetings will be conducted in accordance with the Standing Orders as approved and issued by the Board of Management.
• The quorum for a meeting of the Committee shall be no less than one-half of the members, as outlined in Membership and Attendance, who are entitled to vote. At least one-half of those attending must be non-executive members to complete a quorum.

Review

• Members will review the Committee’s Terms of Reference at least annually. Any amendments shall be submitted to the Nominations and Governance Committee for consideration and approval.