Home > About Ofcom > Corporate Structure and Governance > Nominations Committee > Terms of Reference

Terms of Reference

Duties

The duties of the Committee shall be:

to regularly review the structure, size and composition (including the skills, knowledge and experience) of the Ofcom Board (‘Board’) and to make recommendations to the Board as appropriate;
to consider the succession plan for all Board members at least once annually;
To oversee Ofcom’s succession planning for the senior management team (defined for these purposes as the Chief Executive and other members of the Executive Committee) and of any other colleague(s) as agreed between the Chairman of the Committee and the Chief Executive Officer;
to assist the Departments for Business, Enterprise and Regulatory Reform (DBERR) and Culture, Media and Sport (DCMS) in identifying and nominating non-executive members (including the Chairman) to fill Board vacancies as and when they arise and, in doing so, to consult with, and give due consideration to, the views of other non-executive members of the Board;
to be responsible for the process for appointing executive members to the Board and to make appropriate recommendations to all the non-executive members of the Board; in identifying suitable candidates for executive appointments, the Committee shall follow the guidelines set out in Annex A which was approved at meetings of the non-executive members of the Board on 25 July 2006 and 28 February 2007;
to evaluate the performance of Board members on a regular basis and to make appropriate recommendations to DBERR and DCMS concerning re-appointments of non-executive members when appropriate (it being understood and agreed that no member of the Committee shall participate in any evaluation about their own performance or succession);
to ensure that on appointment to the Board non-executive members receive an appropriate induction including briefings and meetings with relevant Ofcom colleagues.

Membership

The Committee shall be appointed by the Chairman of the Ofcom Board. It shall consist of not less than three non-executive members. A quorum shall be two members.
The Chairman of the Committee shall be the Chairman of Ofcom.
In the absence of the Chairman the remaining members present shall elect one of their number to chair a meeting. The Chairman of Ofcom shall not participate in any meeting to discuss the position of the Ofcom Chairman or his succession.

Conduct of Meetings - attendance and arrangements

Only members of the Committee have the right to attend Committee meetings; however, other individuals, including the Chief Executive, the Secretary to the Corporation and the Director of Human Resources, may be invited to attend for all or part of any meeting, as and when appropriate.
The Secretary to the Corporation or such other person as the Committee decides shall be the Secretary to the Committee.
Members’ attendance at meetings through telephone or video link is acceptable for the purposes of determining a quorum.
In the absence of a formal meeting, decisions may be taken by written resolution signed by all members (or by confirmatory e-mails from all members).
Meetings shall be held at such times as the Chairman of the Committee may consider necessary.

Reporting Procedures

The Secretary to the Committee shall circulate the minutes to members of the Committee and to other Board members with the approval of the Chairman.
The Chairman shall report formally to the Board, so far as it is appropriate to do so, on the Committee’s proceedings after each meeting.
The Committee shall make a statement in the Annual Report about its activities during the year under review.

Other Boards and Committees

The Nominations Committee remit shall not extend to other Boards, Committees and Panels within Ofcom’s governance structure. Appointments to these bodies shall be made in accordance with the processes outlined in Annex B which were agreed by the non-executive members of the Board in July 2006.

October 2008 (reflecting changes approved at the Board 21.10.08)

Annex A: Procedure for the Appointment of the Ofcom Chief Executive and other executive appointments

Process for Chief Executive Appointment

The Chief Executive of Ofcom is to be appointed by the Chairman and the other non-executive members of Ofcom with the approval of the Secretaries of State. The Chairman shall ensure that once the then existing Chief Executive has formally notified Ofcom of his intention to leave Ofcom or the Chairman (on behalf of the Board) has formally notified the Chief Executive that the Chief Executive is to leave Ofcom then:

the Chairman shall, in conjunction with the Corporation Secretary, convene a meeting of the Nominations Committee to approve the process for the search for, and appointment of, a new Chief Executive (to include the application of the OCPA principles, the selection of suitable recruitment consultants, the choice of an independent assessor and a timetable);
the Nominations Committee shall ensure that all other non-executive members are kept informed of the process and involved throughout the process in a manner agreed with them at the commencement of the recruitment process;
the Nominations Committee shall, at the conclusion of the process, make a recommendation to all the non-executive members for their approval for the appointment of a new Chief Executive and shall then, once such approval is obtained, through the Corporation Secretary seek approval to such appointment from the Secretaries of State.

Criteria for Other Executive Appointments

The Nominations Committee shall consider, as a priority, the following criteria in relation to any individual where a proposal is made for that individual's election as an executive Board member:

Ability and experience to contribute to the widest possible range of issues that come to the Ofcom Board.
Ability to work in support of the Chief Executive as part of the executive leadership team.
Ability to transcend principal executive role and to contribute to the Board in a collegiate but challenging manner.
Willingness to accept and respect collective responsibility for Board decisions.
Strong supporter and representative of the Ofcom values and behaviours.

In addition, in considering any such proposal the non-executive members shall, inter alia, evaluate the balance of skills, knowledge and experience on the Board and in the sub-group of executive members, whether there is a real need to add another executive member to the Board and whether the addition of the new executive member will maintain the appropriate balance between executive and non-executive members.

The proposed appointment of an additional executive Board member is also strengthened if the appointment is seen as recognition of a prior senior contribution to Ofcom or if it contributes to diversity.The appointment of executive members of the Board (other than the Chief Executive) is solely the responsibility of all the non-executive members; the only limitation is the restriction on overall Board numbers set by the Secretaries of State (currently 10). The Nominations Committee will involve all non-executive members in the process for appointing executive members in a similar manner to the process outlined for the Chief Executive.

ANNEX B: PROCEDURE FOR THE APPOINTMENTS FOR NON-EXECUTIVE MEMBERSHIP OF THE OFCOM CONTENT BOARD, CONSUMER PANEL, THE ADVISORY COMMITTEES FOR THE NATIONS AND REGIONS AND THE ADVISORY COMMITTTEE FOR OLDER AND DISABLED PEOPLE, THE GAELIC MEDIA SERVICE, THE OFCOM SPECTRUM ADVISORY BOARD AND CHANNEL FOUR (‘the Committees’)

All appointments to the Committees shall be made in accordance with the OCPA rules for public appointments. The Corporation Secretary shall be responsible for notifying the Chairman and the Ofcom Board as and when appointments are necessary (to cover replenishment of the existing membership of the Committees through resignation or time expiry). The Chairman shall approve the members of a Selection Panel (save for the recruitment of non-executive members of the Channel Four Board (excluding the Chairman) where the members of the Selection Panel shall be chosen in conjunction with the Chairman of Channel Four) for each appointment (which may include a member or members of the Ofcom Board) and shall then report such membership to the Board. The chosen Selection Panel shall then be responsible for choosing the independent assessor and the form of the recruitment exercise (which may involve the use of recruitment consultants). The Selection Panel shall then be responsible for keeping the Ofcom Board fully informed of the recruitment process as it progresses and shall involve members of the Ofcom Board as and when it is appropriate to do so; it shall recommend on conclusion of the appointment process, for approval by the Ofcom Board, suitable candidates for appointment. The Corporation Secretary shall be responsible for seeking any formal approval required from the Secretary of State to any such appointments.

Board Committees

Membership (including the Chairmanship and number of members) of the Remuneration, Nominations and Audit Committees shall be at the discretion of the Chairman of Ofcom who shall invite such non-executive Board members as he considers appropriate to serve on the Committees as and when necessary. Appointments of non-executive members of Ofcom to any other Board Committees shall be at the recommendation of the Chairman and/or the Deputy Chairman.

Remuneration Committee

For clarity it is confirmed that all aspects of remuneration for the Ofcom Chief Executive, any other Executive appointments to the Ofcom Board and for all non-executive members of Ofcom’s other Boards, Panels and Committees shall be for the Remuneration Committee only to decide (with the exception of the non-executive members of the Ofcom Board whose remuneration shall be decided by the Secretaries of State in conjunction with the Ofcom Non-Executive Remuneration Committee).