NOMINATIONS COMMITTEE: TERMS OF REFERENCE AND ELECTIONS REGULATIONS FOR ELECTED DIRECTORS

1. Introduction

1.1. These Great Britain Wheelchair Rugby Limited (‘GBWR’ or ‘the company’ or ‘the charity’) nominations committee (‘NC’) terms of reference and elections regulations for elected directors (‘TORERED’) have been adopted by the board of trustees (‘BOT’) of GBWR in order to put into effect clauses 19.2, 20.1, 20.2, 20.3, 21.1, 26.1, 26.2, and 27.2 of the company’s Articles of Association (as amended 21 September 2022; ‘the Articles’), which determine: the BOT’s authority to determine such regulations, the composition of the BOT, trustee terms of office, and parameters of nomination, election, and appointments.

2. Definitions

2.1. For the purposes of these TORERED, ‘independent’ means someone who is free from any close connection to GBWR and who, from the perspective of an objective outsider, would be viewed as independent. Alongside a specific skill set or experience, these individuals should bring a dispassionate objectivity to the board that a close connection to GBWR (eg active involvement in its affairs or a fiduciary interest) through regional or national representation, or other interests, cannot provide. Often, but not always, independents will be non-members though they may also be members simply because they play the sport.
2.2. Examples of a ‘close connection’ include: persons who are or have within the last four years been actively involved in the organisation’s affairs (eg as a representative of a specific interest group within GBWR, such as a sporting discipline, a region or a home country; persons who are or have within the last four years been an employee of GBWR; persons who have close family ties with any of GBWR’s current trustees or senior leadership team.)
2.3. All references to trustees are to be interpreted as equivalent references to directors.

3. Nominations process

3.1. The board shall set up an NC to undertake the selection and nomination of suitable candidates to be proposed:
• to the BOT for appointment, or re-appointment, as chair or as independent non-executive directors; and
• to each GBWR annual general meeting (‘AGM’) for election, or re-election, by the Voting members as elected directors;
to fill vacancies on the board.
3.2. The NC shall have a majority of independent non-executive directors and, unless decided otherwise by the board, consist of:
• the GBWR chair (or, if unavailable, the senior independent non-executive director, ‘SINED’);
• a minimum of one GBWR director with relevant knowledge and experience of the sport; and
• a minimum of two GBWR directors who are independent non-executives.
3.3. The NC and the chief executive officer (‘CEO’) shall work together in carrying out the tasks throughout the nominations process.
3.4. In identifying the board vacancies to be filled at each AGM, the nominations committee shall:
• observe the limits on terms of office set out in Article 21.1
• observe the minimum four-year ‘stand-down’ period, as required by the Code for Sports Governance and specified by the BOT’s terms of reference, between maximum consecutive terms of office;
• adhere to any board elections timetable agreed by the board
• take account of any existing director, who is due to retire under Article 21 and who has signalled a wish to stand for either re-appointment or re-election (as the case may be) to the board; and
• take account of any director, appointed to fill a casual vacancy under Article 27, who has signalled a wish to stand for either re-appointment or re-election (as the case may be) to the board;
3.5. In advertising for new candidates to fill vacancies, the NC shall take a ‘skills-based’ approach, and thus seek candidates who can contribute relevant knowledge, skills, and experience by reference to the needs identified in the board’s regularly updated skills matrix.
3.6. Each advertisement seeking new candidates shall, unless the board decides otherwise, include a:
• summary of the current circumstances of GBWR;
• role description;
• description of knowledge, skills, and qualities required for the role;
• request for the candidate’s CV; and
• request for a covering letter explaining how the candidate expects to meet the requirements for the role.
3.7. The NC shall recruit in accordance with GBWR’s recruitment policy, with particular reference to those clauses which promote practices to further GBWR’s equality, diversity, and inclusion objectives.
3.8. The NC shall:
• review all applications against the relevant role descriptions and knowledge, skills and qualities requirements; and
• draw up a short list of candidates for interview by the NC.
3.9. The NC may invite an external assessor (drawn, for example, from the board of another national governing body or from among the officers of one of the sports councils) to join the committee as an interviewer or non-participating observer of the nominations process.
3.10. The NC (together with any external assessor) shall:
• conduct interviews of the short-listed candidates; and
• subsequently make recommendations to the BOT regarding suitable candidates to nominate for vacancies on the board of GBWR.
3.11. The BOT shall:
• consider those existing directors, who are due to retire under Article 21 and who have signalled their wish to stand for either re-appointment or re-election (as the case may be) to the BOT;
• consider any new candidates recommended by the NC to fill the remaining vacancies on the BOT; and then:
o in the case of the chair and/or of the independent non-executive directors, make the relevant appointment(s) which the BOT considers to be appropriate; and/or
o in the case of elected directors, formally nominate those candidates the BOT considers suitable to be put to the Voting members at the next AGM; such candidates may be co-opted to the board subject to article 20.2.4 between the date of nomination and the next AGM.
3.12. In nominating and/or appointing candidates (as the case may be), the BOT shall:
• take account of the requirements of the Code for Sports Governance with regard to promoting greater diversity in all of its forms; and
• take reasonable steps to achieve the board composition and diversity aims set out in Article 20.3 (above).

4. Elections process

4.1. Once the BOT has nominated suitable candidates to be put to the Voting members, for election as elected directors, at the next AGM, the CEO shall invite:
• any external candidates nominated by the board to fill vacancies; and
• those existing elected directors, who are due to retire under Article 21 and who have signalled their wish to stand for re-election to the board; and
• any director, appointed to fill a casual vacancy under Article 27, who has signalled a wish to stand for re-election to the board as an elected director.
to provide a personal statement, setting out how they consider they can meet the requirements of the role(s) for which they have been nominated.
4.2. The CEO shall include in the notice papers for the AGM:
• A summary description of each role due for election or re-election and the associated skills, knowledge, and experience requirements;
• The personal statements of all the candidates; and
• Resolutions for the relevant elections and/or re-elections to be voted on by the Voting members.
• A view from the NC on the required skills and experience of the proposed candidates.
4.3. Voting on resolutions to appoint elected directors shall proceed under the standard provisions for voting at general meetings, as set out in Articles 28 to 44 of the company’s Articles of Association (as amended 21 September 2022).

5. Review

5.1. The BOT shall review the TORERED at least once every two years, and may make any amendments the board deems necessary.

V006 approved by the GBWR Board of Trustees at the meeting held 19 September 2024.

To be reviewed by the GBWR Board of Trustees September 2026.