Under Article 9 of the Constitution of the National Rehabilitation Hospital enacted as of 1st January 2007 by the Provincial Leader of the South Province of the Religious Congregation of the Sisters of Mercy, the Board of Management of the Hospital may set up and delegate specific powers to one or more sub-committees comprising such numbers of the Board or partly of such members and partly of other persons whom the Board may consider suitable for any particular purpose. The Board is required to clearly define the authority and powers of any sub-committee so formed.
In these Terms of Reference:
- “the Committee” means the Nomination Committee
- “the Hospital” means the National Rehabilitation Hospital
- “the Board” means the Board of Management of the Hospital
1.1. Members of the Committee shall be appointed by the Board. The Committee shall be made up of at least three members, the majority of whom shall be non-executive members of the Board.
1.2. Only members of the Committee have the right to attend Committee meetings. However, other individuals such as other Board members, and the Chief Executive or external advisors, may be invited to attend all or part of any meeting as and when appropriate.
1.3. The Chairman of the Committee shall be appointed by the Board.
2.1. The Secretary to the Board or his / her nominee shall act as the Secretary of the
3.1. The quorum necessary for the transaction of business shall be 2 members. A duly
convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
3.2. Attendance at a meeting may include attendance via teleconferencing facilities.
4. Frequency of Meetings
4.1. The Committee shall meet at least once a year.
5. Notice of Meetings
5.1. Meetings of the Committee shall be convened by the Secretary of the Committee at the request of the Chairman of the Committee.
5.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, any other person required to attend, no later than 3 working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate at the same time.
6. Minutes of Meetings
6.1. The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.
6.2. The Secretary shall endeavour to ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly.
6.3. Minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board.
7. Annual General Meeting
7.1. The Chairman of the Committee, or his / her nominee, shall attend the Annual General Meeting prepared to respond to any questions on the Committee’s activities.
8.1. The Committee shall:
8.1.1. regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any changes;
8.1.2. be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;
8.1.3. before making a recommendation, evaluate the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the Committee shall:
220.127.116.11. consider candidates from a wide range of backgrounds including persons who are users or former users of medical rehabilitation services;
18.104.22.168. consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position.
8.2. The Committee shall also make recommendations to the Board concerning:
8.2.1. suitable candidates for the role of Senior Independent Director;
8.2.2. membership of the Audit Committee, Finance & General Purposes Committee,
Ethics Committee and other Board Committees, in consultation with the Chairmen of those Committees;
8.2.3. the re-appointment of any non-executive Board member at the conclusion of their specified term of office, having given due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required;
8.2.4. the method of identifying the “member of staff” to be appointed to the Board under Article 5 of the Constitution of the Hospital.
8.3. Reporting Responsibilities
8.3.1. The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
8.3.2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
8.4 Other Matters
The Committee shall:
8.4.1. Have access to sufficient resources in order to carry out its duties, including access to the Hospital’s secretariat for assistance as required;
8.4.2. Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members;
8.4.3. Oversee any investigation of activities which are within its terms of reference;
8.4.4. Once a year, review its own performance, and terms of reference, to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
The Committee is authorised:
9.1. To seek any information it requires from any employee of the Hospital in order to perform its duties;
9.2. To obtain, at the Hospital’s expense, outside legal or other professional advice on any matter within its terms of reference; and
9.3. To call any employee to be questioned at a meeting of the Committee as and when required.
Terms of Reference approved by the Board of Management of the National Rehabilitation Hospital on 4th October 2007.