Members of the University may have seen from the Vice-Chancellor's email note on the most recent meeting of Council that plans to establish a Nominations Committee are now well advanced. Council has been working on this for some time and it has asked me to set out the proposals and to explain why they take the form they do. It is expected that regulations giving effect to these proposals will be considered by Council at its next meeting and published in the normal way.
Following the debates on governance last autumn, Council held an Away Day on 16th April 2007 to discuss how best to proceed. Amongst other things, Council decided to set up three working groups and one of these, which I was asked to Chair, was given the task of considering whether Oxford University should have a Nominations Committee and, if so, what form it should take. The Group comprised three fellow members of Council - Sir Victor Blank, Professor England, and Nicholas Bamforth. Jennifer Noon of the Council Secretariat served as secretary and Dr Liora Lazarus, from the law faculty, agreed to act as adviser.
We had no problem in agreeing that there should be a Nominations Committee which would propose names for external members of Council and possibly for those committees of Council that have externals. This proposal appeared to enjoy broad support.
We faced a stiffer and more time-consuming challenge in agreeing what form this Committee should take. The issues emerging from this group have been discussed at Council last term and this, and the proposals we are now making reflect these discussions. It should be emphasised that this document is not a note by Council. It does, however, seek to reflect the main considerations that have been in front of Council. Moreover, the proposals that have eventually resulted are unanimously supported by Council.
The remainder of this note proceeds as follows. It begins with a section on what the purposes of the Nominations Committee should be. This is followed by sections on (i) the composition of the Committee, (ii) the terms of office for members, (iii) the timetable and (iv) procedural issues. Our proposals for membership are summarized in Annex A.In the view both of the working group and of Council, the two main purposes of a Nominations Committee should be (a) to draw up a set of criteria to guide all nominations to Council and (b) to recommend to Council the names of potential external members of Council. We also envisage that the new Committee would seek suggestions from members of Congregation for names of potential external members who should be considered.
The creation of this Committee would not change in any way the need for all appointments of external members to be approved by Congregation. What it would achieve, we believe, would be an improvement in the process by which names are identified, discussed, and brought forward for consideration by Council. In addition, we would hope that the criteria would prove useful more generally.
In the case of the criteria, we envisage that the Nominations Committee would form an initial view and would set this out in a report to Council. Following discussion at Council, which might or might not lead to amendments to the main criteria, we would expect the Nominations Committee to publish the key parts of this report so that the criteria would be widely known. We also envisage that the Nominations Committee should feel free to report to Council and Congregation, as necessary, if, in its view, the criteria were not being met.
The composition of the Nominations Committee should follow from these purposes. In order to fulfil its purposes, Council is of the opinion that the Nominations Committee must contain members who, taken collectively, would provide the following:
It follows from these three requirements that any Nominations Committee must contain, on the one hand, some of the existing (or recent) external members of Council (since these would meet criteria (i) and (ii) above) and, on the other hand, an element of election (since this would meet criterion (iii) above). Council proposals are summarised in Annex A.
In reaching the mix set out in Annex A, Council was influenced by a range of points. As far as the Chair is concerned, a number of options were considered. The guidelines of the Committee of University Chairmen (CUC) suggest that the Chair of Council should be the Chair of the Nominations Committee and, in line with this, the final White Paper on Governance favoured a model in which the Chancellor would chair the Nominations Committee. The working group that I chaired was not persuaded that this recommendation should apply. The primary reason for rejecting this idea was that the White Paper on Governance reached its conclusion on the assumption that the Chancellor would, himself, be the Chair of Council. With the governance structure that the University currently has in place, this is not the case. We also discussed whether the choice of Chair could be open to any member of the Nominations Committee, as this would maximise buy-in. However, on balance, we did not favour this. What Council now proposes is that the Nominations Committee should choose its own Chair from the two external members. Three main factors persuaded us that the choice of the Committee had to be circumscribed in this way:
As far as the other members are concerned, Place 3 is to ensure an additional person with good experience of Council. Place 4 is for the Senior Proctor, Junior Proctor or Assessor. They will settle amongst themselves who this will be. We recommend this on the grounds that the holders of such offices have traditionally been regarded as good representatives of the wider University. Since they are also members of Council, they therefore meet two of our criteria. Places 5 and 6 are to be chosen from those who are members of Council, but who have been elected to this position by Congregation. Places 7 - 10 are by direct election. We suggest that this structure will meet the three criteria specified above.
For those who like to think in terms of appointments as being "from above" or "from below", we noted, in agreeing this composition, that the proposed membership could be viewed as follows. In terms of "from below", the Committee would contain four members directly elected by Congregation, plus one of the Proctors or the Assessor (often seen as "from below"), plus two who had been previously elected by Congregation, giving a total of seven in a Committee of ten. In terms of "from above" or "from Council", there would be the two external members, the one member of Council (who could be external or not), plus the member of the Proctorial team, plus the two divisional people, giving six from a committee of ten.
In the case of those members directly elected by Congregation, the way forward is clear. Their periods of office should be the same as for most other University committees, namely, three years with the possibility of renewal. However, at the start of the Committee it is sensible to introduce some staggering so that not all renewals occur at the same time. We therefore intend to set the first terms of office for two of the posts as two years and the other two as three years. Thereafter, all of them would be for three years, as normal.
The case of those members appointed by Council is more problematic. If, on the one hand, we insist that these people should resign when they cease to be members of Council, their terms of office might be very short (some members of Council are only on Council for one year and some might only be appointed in their last year on Council). If, on the other hand, we only require that they be a member of Council at the time of their election, we could end up with a Committee that contained no current member of Council. It is also the case that this category, too, has to have the appointments staggered and an additional complication is that, at present, there are vacancies for two external members of Council.
We considered various formulations and eventually settled on the version that follows. The words in brackets are a short version of why each clause takes the form that it does.
"The term of office of Council's appointments to the Nominations Committee shall be determined by Council in each case (essential flexibility given the complications mentioned above), up to a maximum of three years (the same as other members), and may extend beyond the term of the individual's membership of Council (essential to ensure that we can fill the Committee). No one shall serve on the Nominations Committee while it is considering his or her re-appointment to Council (necessary for good governance). Council's appointments to the Nominations Committee are eligible for re-appointment, provided that they shall not serve on the Committee for more than six years in total (sensible to have an overall limit in this particular case)."
The exception to both these rules and that for those elected by Congregation would be that of the member chosen from the Proctors or the Assessor. It is proposed that people in this category should hold office coterminous with their Proctorial appointment.
There are two timetables to consider. One is the time period for electing those members who are to be chosen by Congregation. We are strongly of the view that this should be treated as a normal election and so the timetable should follow exactly the same pattern as all the other main University elections.
The other is the time period for seeking names to be suggested in confidence to the Nominations Committee. Council considered the fact that, from time to time and with the best will in the world, there will be occasions when an unexpected vacancy for an external member of Council will arise at the start of the Long Vacation. Council is worried about the delay. Nevertheless, given the importance of these appointments, Council has concluded that the seeking of names should always be in term and that in order to allow people time to reflect and perhaps consult with others, the time period should allow not less than three weeks between the notice seeking names being published in the Gazette and the closing date for names to be lodged with the University Offices.
Council's view is that, as far as possible, the details of procedure should not be the subject of legislation. Of course the regulations will need to set out the remit of the Committee and related matters as well as specifying such matters as the requirement to seek suggestions for potential candidates as externals (and the associated timetable, as discussed above), but, beyond this, much must be left to the good sense of the Committees and the people concerned. Nevertheless there are two aspects of the procedure where Council thinks it might be helpful to set out expectations.
First, Council expects to make its own appointments to the Nominations Committee only when the results of the elections by Congregation are known. In saying this, Council is aware that Congregation might rationally think the converse! However, the reason that we think that it is better for Council to do it second is that, while it is clear that there is a collective action problem (everyone wants to know what everyone will do before ....), in the case of Council the body is small enough for discussion to occur. As a result, at least to a degree, the collective action problem is resolvable. In contrast, the size of Congregation makes it more or less impossible on that side.
Second, there is the question of how, or by whom, approaches to externals would be made. We felt that this matter could and should be left largely to the Committee once it came into existence. Nevertheless it would seem natural for the Chair to play the lead role. In addition, the secretary of the Committee would be the Registrar. Formal invitations from the University of Oxford could, therefore, very appropriately come from her. Indeed we would expect the Chair and the Registrar, working together, to handle most matters to do with approaches to externals. One would also expect that anyone who fell into the category of both being likely to be nominated and who was thinking seriously about accepting, would want to meet the senior officers of the University, most obviously, the Vice-Chancellor.
In conclusion, Council has thought it necessary and appropriate to spend time formulating these proposals. While it would not claim that there is no other possible set of proposals that might have merit, Council has considered the current proposals at some length and recommends them to the University.Andrew Graham
October 2007
| Categories | Method of Selection | |
|---|---|---|
| Chair selected from (1) or (2) below | Nominations Committee | |
| 1 | External member either currently on Council or formerly on Council | Appointed by Council |
| 2 | External member currently on Council | Appointed by Council |
| 3 | Current Member of Council | Appointed by Council |
| 4 | Senior Proctor, Junior Proctor or Assessor | Appointed by Council (on advice from the Proctors and the Assessor) |
| 5 | A member of Council elected by Congregation who is a member of a faculty within the Division of Humanities or Division of Social Sciences | Appointed by Council |
| 6 | A member of Council elected by Congregation who is a member of a faculty within the Division of Mathematical, Physical and Life Sciences or Medical Sciences | Appointed by Council |
| 7 | A member of Congregation | Elected by Congregation |
| 8 | A member of Congregation | Elected by Congregation |
| 9 | A member of Congregation | Elected by Congregation |
| 10 | A member of Congregation | Elected by Congregation |
| Secretary - Registrar |