Nominations Committee Charter

Charter objective

The objective of this regulation is to clearly articulate the Skills Insight Nominations Committee’s (the Committee) scope and responsibilities and provide the Committee with access to the resources and authority required to discharge these duties.

Review

This regulation will be reviewed by the Committee on an annual basis to ensure that it remains consistent with the board’s objectives and responsibilities.

Approval

The Skills Insight Board (the board) is authorised to approve this regulation.

Terms of reference

The role of the Committee is to assist and advise the Board in fulfilling its responsibilities to members of Skills Insight Ltd on:

• matters relating to the composition, structure, development, renewal and operation of the Board and its subcommittees
• assisting the CEO with matters relating to senior executive development, succession planning, selection and performance
• other relevant matters as required.
• The Committee is not a policy making body, rather it assists the Board by implementing board
  policy and recommending nominations which require board approval.

Objectives relating to the board

The objectives of the Committee include:

• Provide assurance that the Board has the effective composition, diversity, skill sets and commitment to adequately discharge its responsibilities and duties.
• Assess the extent to which the necessary and desirable competencies are represented to the Board.
• Ensure that Board succession plans are in place to maintain the required competencies, number and profiles of Board members.
• Review the nominations received from members who wish to be appointed to the Board in accordance with the preferred criteria and guidelines set out below.
• Continually monitor Board membership and structure to ensure that there is appropriate representation on the Board from across the membership.
• Develop processes for developing the board and evaluating the performance of the Board.

Objectives relating to CEO and Senior Executives

The objectives of the Committee include:

• Conducting searches for the chief executive officer and recommending preferred candidates to the Board.
• Assisting the CEO in Executive recruitment where required
• Ensuring that management succession plans are in place
• Assisting the board in evaluating the performance of the chief executive officer and assist the CEO in evaluation of senior executives.

In discharging their responsibilities, the Committee members have a duty to act in the best interest of the Company as a whole, irrespective of personal, professional commercial or other interests, loyalties or affiliations.

Composition and term

• all appointments to the Committee and the appointment of the Chair will be approved by the Board
• the Committee will have 3 members
• the Committee members will be selected from amongst the Directors
• the Chair of the Committee will be the chair of the board unless otherwise determined by the board
• appointment to the Committee will be for two years or as determined by the Board.

Meetings

• The Committee will hold meetings at least twice a year or as it considers necessary.
• A quorum will be 2.
• Committee members will be invited to disclose conflicts of interest at the commencement of each meeting.
• In the chair is absent from a meeting, the members of the Committee present at the meeting will select a chair for that particular meeting.
• Meetings of the committee may be held face-to-face or through any technological means by which members can participate in a discussion.
• The notice and agenda of meeting will include relevant supporting papers as appropriate.
• The committee may invite other people to attend as it sees fit and consult with other people or seek any information it considers necessary to fulfil its responsibilities.
• The chair will communicate the decisions of the Committee to the Board after each meeting within a reasonable period.

Secretarial duties

• The company secretary or another delegated person undertakes the duties of secretariat.
• Proceedings of all meetings are minuted and verified by committee members and being
  available to the board.
• The company secretary will undertake any call for nominations, as specified by the
  nominations committee.
• Once the nominations have been assessed and recommendations made, the Committee
  advises the Board in accordance with its delegation.
• Nominees are informed of their success or not by the chair of the Committee.

Nomination criteria

When reviewing a nomination for directorship, the nomination committee must analyse the following list of skills in relation to nominated individuals noting that having or not having any individual skill is not in itself determinate in suitability for a directorship. The committee must also consider diversity that each nominee brings based on lived experience.

• strategic expertise
• business management
• accounting and finance
• legal
• governance
• standards
• people management
• stakeholder communication
• VET sector industry knowledge
• previous and other directorial experience
• the level of further education undertaken by the nominee
• the standing of the nominee in the community
• qualifications
• skills set of the nominee to complement the skill set of the board
• industry/professional sector of the nominee to ensure diversity on the board, keeping in
  mind the composition of the membership at large
• consideration of their experience as a recognised thought leader and team player
• declared/apparent conflict of interest
• lived experience
• any other attributes that the nominations committee believes will benefit the company.

Voting

Any matters requiring a decision will be determined by consensus where possible, if this is not possible then decided by a majority of votes of members present.