Constitution and Nominations Committee

Constitution and Nominations Committee reports to Council.

Terms of reference

Objectives and outcomes

Constitution and Nominations Committee' primary objective is to ensure the University's constitutional and corporate governance framework is effective.

It also recommends people to Council for honorary degrees and other non-academic honorary awards.

A key outcome of the Committee’s work is to engender confidence on behalf of Council to the wider University community, stakeholders and external regulatory and membership bodies (including the Office for Students (OfS) and the Committee of University Chairs (CUC), that transparent, accountable and responsible constitutional and nominations arrangements exist.

Remit and authority

Remit

(a) Strategic development, planning, performance monitoring and resourcing items for consideration and/or decision

To advise Council on an effective nominations framework and succession and recruitment strategy in relation to the Chair of Council and all independent/external role-holders on Council.
To ensure that Equality, Diversion and Inclusion (EDI) considerations are explicitly designed into recruitment specifications, to ensure the make-up of Council and its committees model and represent the actual and desired diversity of the student and staff body.
To recommend for Council approval new independent/external appointments and re-appointments to Council and its committees (including co-opted committee members who are not Council members).
To recommend for Council approval proposed Council committee membership changes in liaison with the Committee Chairs, as well as other University and related bodies to which independent/external Council and committee co-opted members are appointed.
To recommend for Council approval the award of Honorary Degrees and additional non-academic honorary awards by the University.
To oversee current and future skills development needs and the balance of these amongst Council and its committee members, and monitor skills and experience profiles to inform recruitment strategy.
To oversee succession planning, and the search and recruitment governance and (re)appointment for the University Chancellor for recommendation to Council.
To periodically consider how best to maximise the contributions of honorary degree recipients to champion and advance the interests of University.
To ensure the corporate and specific risk factors associated with the Committee’s membership and non-academic honorary awards nominations and governance portfolio are understood, assessed and managed, from ensuring that corporate risk monitoring features in the terms of reference of Council and its committees, through to reputational implications for the University.

(b) Policy and regulatory matters

To consider and recommend for Council approval, material changes to the University’s corporate governance and constitutional arrangements, including in relation to amendments to the Charter and Statutes of the University, for onward Privy Council approval.
To consider and recommend for Council approval, material changes to corporate governance and constitutional regulation and policy arising from internal or external effectiveness reviews and other evaluations.
To advise Council on compliance with internal and external corporate governance policy and regulation, including that of the Office for Students (OfS) and its ‘public interest governance principles’, and to ensure that Council’s own size, composition, diversity, skills mix, terms of offices is appropriate and its members are ‘fit and proper’.
To consider and recommend for Council approval changes to the Students’ Union Code of Practice and related constitutional matters.
To comply with the University’s Policy on non-academic honorary degrees and fellowships, and seek Council approval for any amendments or variations to it.

Authority

Constitution and Nominations Committee is not usually empowered to take decisions on behalf of Council, given its principal role is monitoring and recommendatory to Council in relation to the matters within its remit.

Members

Ex officio members

Dr Alice Maynard, Chair of Council and Pro-Chancellor (Chair)
Philip Carpenter, Pro-Chancellor and Chair of Remuneration Committee
Professor Charlie Jeffery, Vice-Chancellor and President
Owen Trotter, University Treasurer and Chair of Finance Committee
David Watson, Chair, Audit and Risk Committee

Student representation

Lewis Parrey, York SU Union Affairs Officer

All of the above plus the following members for meetings which address Honorary Associations

Three members of academic staff appointed by Senate

Professor Caroline Dessent, Department of Chemistry (to 31 July 2028)
Professor Indrajit Roy, Department of Politics and International Relations (to 31 July 2028)
Professor Laura Stewart, Department of History (to 31 July 2028)

In attendance

Joan Concannon, Chief Reputation and Stakeholder Relations Officer
Adam Hewitt, University Secretary
Alice Wakely, Senior Governance and Assurance Officer (Secretary to the Committee)

Meetings

Meeting frequency

A minimum of three times per year, with decisions also being able to transacted and recorded by written resolution or, where necessary, Chair’s Action.

Meeting modes

Physical or virtual convening of members and attendees, or meetings which simultaneously enable both modes.

Meeting dates 2025-26

Date	Time	Deadline for papers
Wednesday 5 November 2025	10am - 12.30pm	Tuesday 28 October 2025 (separate arrangements for Honorary Degree nominations)
Wednesday 4 February 2026	2 - 4.30pm	Tuesday 27 January 2026
Wednesday 22 April 2026	1.30 - 3pm	Tuesday 14 April 2026
Wednesday 8 July 2026	1.30 - 3pm	Tuesday 30 June 2026

Reporting

Reporting to Council

Constitution and Nominations Committee is a committee of Council and reports directly to it:

Frequently: through summaries of the minutes and other reports arising from each of its meetings to the next Council meeting, and specific membership recommendations regarding Council and its committees on an ad hoc basis.
Annually: through honorary degree recommendations.
Periodically: via other policies, reports and membership proposals which it recommends for Council approval within the business cycle and its terms of reference.

Reporting to the Committee

Constitution and Nominations Committee has no subcommittees reporting into it, but may convene task and finish and other groups to discharge time-limited activities (eg Search Committee for University Chancellor).

The Committee advises, and provides and seeks assurance from other Council committees in relation to its remit.

Executive summaries / minutes

2025-26

CNC executive summary 051125_redacted (PDF , 105kb)

2024-25

The meeting scheduled for 18 February 2025 was cancelled owing to insufficient business.

2023-24

The meeting scheduled for 20 February 2024 was cancelled owing to insufficient business.