Appointment Process of Non-Executive Board Members
- The aim of this section of the document is to help the Board of Directors (BoD),
the College Oversight Board (COB), the College Principal and any relevant
Board or Committee of the College to understand the process used by the
College for the appointment of Non-Executive Members to the COB. In the
context of the College, Non-Executive Member means any external member
who is not part of the executive team and typically does not engage in the dayto-day management of the College.
- The BoD delegates responsibility to the Principal of London Churchill College
to make recommendations regarding the suitability of prospective NEMs and
to make suitable appointments, which the BoD will approve.
- In the case of non-approval, the decision of the BoD is final.
A Non-Executive Member (NEM) should bring skills to the COB which expand and complement the strengths of existing senior staff. Some of the specific skills or attributes the BoD / Principal looks for in a prospective NEM include:
- Strategic thinker
- Understanding of the College’s business
- Experience of higher education in the United Kingdom
- Specialism in any area that might benefit the College
- As all directors have a core set of legal responsibilities that they must carry out, the NEM needs to act in the best interests of the College and to meet legitimate interests of the shareholders and other interested parties
The Principal will draw upon the following criteria for the role of the NEM:
- The NEM is expected to bring an objectivity and independence of view to the College Oversight Board’s discussions. The NEM is expected to advise on papers submitted to COB meetings, to attend COB meetings, other College meetings as arranged and any extraordinary general meetings, and generally to use their best endeavours to promote and advance the interests of the College.
- As the College is a private limited company, it is important to recruit someone who is familiar with the operations of the College, its board’s cultures and its current performance. Additionally, the NEM should feel comfortable with the College’s plans, staff, systems and structures.
- The appointment as a NEM of the COB is a contract for services and is not a contract of employment. It is expected that the NEM should be prepared to devote approximately 4 to 8 days a year to the work of the College. The NEM is required to serve on a committee or committees of the COB and will be given copies of the terms of reference and details of any specific responsibilities involved in serving on such committees.
- The NED will receive a fee of £300 per meeting attended, payable against invoices submitted after attendance at each meeting. For any additional work agreed for the NEM, the remuneration will be £300 per day. The remuneration is inclusive of all costs incurred regarding the appointment. Any additional consultancy provided by a NEM will form part of a separate agreement.
The role of the NEM of COB concerns corporate governance as well as adding credibility, business experience and commercial introductions.
As part of the recruitment process:
- The Board of Directors or Principal as the delegated authority will consider whether the post is to be advertised internally and/or externally.
- The Board of Directors or Principal as the delegated authority, will make the appointment of a NEM in strict conformity with applicable Equality legislation and should the post be advertised, will decide the closing date, and the composition and timing of the interview panel
- The normal process for a prospective NEM is to attend at least one COB Meeting as an Observer followed by discussion with the Principal or Chair of the COB, deciding whether to join as a NEM.
- The NEM must be independent of the College and whose term of office is normally limited to a maximum of three terms of three years.
- The appointment is for a period of three years per term served, renewable for an additional two terms, unless terminated earlier by either party upon 3 calendar months’ written notice, or by The Board of Directors or Principal as the delegated authority in its absolute discretion at any time with immediate effect on payment of money in lieu of notice.
- The appointment and any subsequent re-appointment as a NEM are at all times the responsibility of the Board of Directors or through delegated authority to the Principal of the College.
In addition to the generic conditions applicable for the appointment of all senior staff of the College, the following additional conditions are applicable for the appointment of NEMs to the COB:
- By accepting the appointment, the appointee undertakes that the NEM has sufficient time to carry out the duties and has declared to the COB details of all other significant business and other interests and a broad indication of the time spent devoted to such commitments.
- The NEM must advise the COB of any subsequent changes to these commitments.
- All fees will cease to accrue with effect from the date of ceasing, for whatever reason, to be an NEM of the BOD.
- The College will use its reasonable endeavours to obtain appropriate officers’ liability insurance for the benefit of the NEM and to maintain the cover in force for so long as the appointee is a NEM, subject to the provisions governing such insurance and on such terms as the Board of Directors or Principal as the delegated authority may from time to time decide.
- During the appointment as a non-executive director, the NEM must not put her or himself in a position of conflict with the duties to the College