G5; Nominations Committee - Terms of Reference
To prescribe the Terms of Reference for the Committee.
The Nominations Committee has been established to assist and provide advice to the VFF Board about the appointment of Board Directors.
3.1 Role – the Committee has role to the identify suitable candidates and make recommendations of nominations to the Board for appointment of Directors following due process, consideration of the mix of Director skills compared with the Board skill requirements, and any recent Board performance reviews or self-assessments. The Board considers the nominations provided by the Nominations Committee before making a resolution to appoint Directors.
3.2 Special Skills Directors are nominated by the Nominations Committee to the Board following consideration of the mix of Director skills. Special Skills Directors shall not be VFF employees or similarly contracted; and One Special Skills Director shall meet the skills requirements as a qualified accountant or financial auditor with current CPA or CA accreditation unless another Director (excluding the Board Chair) has this skill.
3.3 Each of the Grains, Horticulture, Livestock, United Dairy Farmers and Intensives Commodity Groups shall within 10 days of an election, make up to two nominations for consideration by the Nominations Committee. Where the Commodity Group provides one nomination, that nomination will be appointed to the Board as of right. Commodity Directors may be VFF Members, but shall not be VFF staff; and one nominee from each Commodity Group may be nominated by the Nominations Committee to the Board following consideration of the mix of Director skills.
3.4 Functions – in making recommendations to the Board, the Committee shall consider the requirements and guidelines of the:
- Other documents or information as required.
- VFF President (Committee Chair);
- A nomination from the Board;
- An independent consultant appointed by the Board;
- The VFF CEO provides secretarial support but is not a Committee member.
3.5 Membership the Nomination Committee is an ad hoc Committee that is convened by the President as required and comprises:
3.6 Meetings – the Committee shall meet as necessary to fulfill the functions of the Committee. A quorum for the Committee is the Chair and two Committee members. The elements of Policy G2; Board Charter related to the conduct of meetings, Director Ethics, Conflict of Interest or Duty apply to this Committee. Participation in the Committee by Members is voluntary (no sitting fee) and members pay their own personal expenses.
3.7 Delegations and decisions – the Committee has no delegated authority for expenditure or making decisions on the behalf of the VFF Board or Management.
3.8 Reporting – the Committee Chair will report to the Board about the Committee’s deliberations and recommendations at the next Board meeting that follows any meeting of the Committee. When approved by the Committee, meeting minutes will be provided to the Board to note.
5. RELATED POLICIES / PROCEDURES
Policy G1; VFF Strategy and Policy Framework
Policy G2; VFF Board Charter