麻豆国产AV

The 麻豆国产AV (the Charity)

Terms of Reference
established in accordance with article 27 of the Articles of Association

GOVERNANCE AND NOMINATIONS COMMITTEE

1 Overall responsibility

1. 1.1 Governance

   To take delegated responsibility on behalf of the Board of Trustees to integrate and co- ordinate all aspects of corporate governance, legal and regulatory compliance and risk management, such that the Charity achieves excellence in its governance arrangements and thereby enhances overall performance.

2. 1.2 Nominations

   To take delegated responsibility on behalf of the Board of Trustees for identifying current or potential future gaps in the skills, experience and diversity of the Board, and for seeking suitable applicants to present to the Board for its consideration for election as Trustees.

2 Composition, attendees, quorum and reporting

1. 2.1 The Governance and Nominations Committee will consist of not less than three members appointed by the Board, who must be Trustees. Other members (who need not be Trustees) with appropriate skills and expertise may be appointed to the Committee by the Board.

2. 2.2 The current members of the Committee are John Raine (Chair), Jane Davis and Emma Sky, in addition to the Board Chair as an ex-officio member of the Committee.

3. 2.3 Unless otherwise determined by the Board, the Chair of the Governance and Nominations Committee shall be elected by the Committee from the members of the Committee.

4. 2.4 Any Trustee not being a member of the Governance and Nominations Committee may attend a meeting of the Committee with the prior agreement of the Committee Chair.

5. 2.5 The Chief Executive, and such other members of senior staff as the Governance and Nominations Committee Chair may require, may be invited to attend meetings of the Committee.

6. 2.6 Until otherwise determined by the Board, a quorum shall consist of three members of the Committee of whom one must be a Trustee.

7. 2.7 The Governance and Nominations Committee shall meet at least twice per year and report as appropriate to the Board or as required by the Board.

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2.8

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3.1 3.1.1

3.1.2

3.1.3

3.1.4

3.1.5

3.1.6 3.1.7

3.1.8 3.1.9

3.1.10

The Governance and Nominations Committee is authorised to obtain appropriate external legal and other professional advice in order to fulfil its responsibility to the Board.

Main duties

Governance

To review the Charity鈥檚 policies annually, including its conflicts of interest policies and procedures, and to report findings to the Board.

To review the composition of the Board and recommend to the Board changes if deemed appropriate.

To receive reports from senior management on any aspects of governance and best practices and make appropriate recommendations to the Board.

To ensure that the Charity鈥檚 global risk register is kept up to date and reviewed at least quarterly by the Board.

To monitor the timely implementation of actions agreed upon to mitigate or reduce governance risk where relevant.

To ensure implementation of an appropriate orientation programmes for new Trustees.

To highlight the need for new Trustees to devote sufficient time and resource to their duties.

To work in conjunction with the Board for Trustee and Chair succession planning.

To support the Chair in the appointment of the CEO and senior executive Officers as required.

To implement appropriate processes for the evaluation of Board and Committee members, including the Board Chair.

3.1.11 To undertake such other corporate governance initiatives as may be necessary or desirable to contribute to the success of the Board.

3.2 Nominations

3.2.1 In consultation with the Board, to lead the Trustees in assessing and planning for Board composition and succession, including considering the availability of competencies and skills:

1. a) of the Board as a whole;

2. b) that the Board considers each Trustee to possess; and

3. c) that any new Trustee would bring to the Board.

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2. 3.2.2 To nominate individuals to the Board, as appropriate, as potential candidates for election as Trustees and, as part of this role, to set and review the criteria for identifying and nominating candidates.

3. 3.2.3 To strive to recommend individuals who have the relevant skills, competencies and experience to fill any vacancies on the Board.

4. 3.2.4 In identifying individuals to serve as Trustees, the Governance and Nominations Committee may:

   1. a) consult with the Board and request from them references for nominated individuals;

   2. b) conduct interviews of potential candidates; and

   subject to budget approval, advertise in newspapers and publications.

4 General

1. 4.1 To provide minutes of all Governance and Nominations Committee meetings and ensure that acts and proceedings of the Committee, as appropriate, are reported promptly within the current quarterly Board cycle of the relevant meeting.

2. 4.2 To review annually the terms of reference for the Governance and Nominations Committee and its own effectiveness, and recommend any changes to the Board.

   Approved by the Board: [Insert Date] Effective from: [Insert date]