Nominating Committee
Terms of Reference

Approved by the Board on 27 February 2025

1.

Purpose and Principles of Operation

1.1

The purpose of the Harvard Club of Singapore (the “Club”) Nominating Committee (“NC”) is to assess and recommend suitable candidates for the Club’s Board positions at the Annual General Meeting (the “AGM”) and to conduct the ordinary election of Board members.

1.2

In selecting suitable candidates for the Board, the NC shall endeavour to obtain personal and professional qualifications of a nominee and the representational needs of the Board. It shall take into consideration each candidate’s history of engagement with the Club and evidence of commitment in fulfilling the duties associated with the relevant position.

1.3

The NC shall also be guided by the need for transparency in its decision-making process balanced with issues of privacy and propriety in order to maintain a respectful, fair and judicious environment. While the NC must have discussions amongst itself and with other parties of a proprietary nature, it must also ensure that full discretion is maintained. The NC will seek to obtain transparency via periodic updates to the Board regarding its objectives, processes and outcome of its recommendations.

2.

Roles and Responsibilities

2.1

The Nominating Committee shall:

2.1.1

conduct the ordinary election of Board members (per Article 8.18 of the Constitution);

2.1.2

assist to recruit potential candidates for election based on the Board’s requirements, interview the candidates, consider their suitability for any particular Board position and make known to the Board its recommendations for candidates it considers to be best suited for the position;

2.1.3

disqualify candidates who fail to meet eligibility requirements set out in the Constitution;

2.1.4

recommend for consideration by non-conflicted Board members for the removal of Board members during the Board’s term for non-performance or other good cause;

2.1.5

consult with the members of the Board to understand their requirements and inputs for candidate competency and character traits that allow them to work properly with the Board, and how to improve election processes;

2.1.6

in a contested election, recommend to the Board, and the Board (excluding conflicted members) has the option to include its recommendations of its preferred slate of candidates to the qualified voters;

2.1.7

work with the Committee to identify a suitable alternative and encourage that person to run if an election is uncontested but the candidate is unsuitable for the role, as part of the basic leadership duty of all Board and Nominating Committee members.

3.

Representation

3.1

In accordance with Article 8.18 of the Constitution, the Chair of the Nominating Committee shall be a non-executive Board member, who shall have been selected by a simple majority vote amongst all non-executive Board members. The Board shall carry out a vote during the April Board meeting (or, if none, through resolutions in writing) to elect the Chair of the incoming Nominating Committee, whose term will start on 1 June, along with at least one other non-executive Board member to serve in the Nominating Committee. The identified Chair shall commence the process of sourcing Nominating Committee members prior to the official start of their term on 1 June.

3.2

The Chair:

3.2.1

shall have the power to appoint other members of the Nominating Committee of no fewer than three (3) and no more than five (5) persons;

3.2.2

shall consult with the President and/or the Vice President regarding the composition of the Nominating Committee, except that the Chair shall not consult with any individual who will be (or is likely to become) a candidate for election at the AGM;

3.2.3

is deputized to secure non-Board Club members to form the next Nominating Committee no later than 1 June.

3.3

The Secretary of the Club shall serve as the Secretary of the Nominating Committee. As Secretary to the Nominating Committee, the Club Secretary shall have speaking rights but not voting rights and is not subject to rotation requirements.

3.4

Each term of office for the Nominating Committee (including the Chair) shall start on 1 June and end on 31 May every year.

3.5

To ensure succession planning and business continuity:

3.5.1

The Nominating Committee shall include at least two non-executive Board members;

3.5.2

The outgoing Nominating Committee shall support the incoming Nominating Committee during the transition period from April to June each year.

4.

Governance

4.1

The meeting quorum shall consist of two thirds of the Nominating Committee members in attendance.  In order for the meeting to proceed, the Chair must be present.

4.2

Attendance at the Nominating Committee meetings shall be recorded for governance purposes.

4.3

The Nominating Committee’s decisions shall be made by simple majority. In the event of a tie, the Chair has the casting vote.

4.4

The Nominating Committee shall provide two key deliverables each year:

4.4.1

an election report, submitted no later than the calendar month following the month in which the AGM was conducted (the “Election Report”). The Election Report shall provide written assurance that the election was conducted fairly and address the following points:

(a)

the process of candidate selection, ensuring fairness and consideration of the needs of the Club’s members and management;

(b)

metrics of engagement in the voting process;

(c)

complaints received during the process, the solutions implemented, the corrective action plan (the “CAP”), and the timeline for CAP implementation;

(d)

a statement of assurance regarding the integrity of the election process, including details on how verification was conducted and the trustworthiness of the system used.

4.4.2

a final report, submitted by 15 November of each year, detailing the status of the Nominating Committee and the Club’s leadership succession health (the “Final Report”). The Final Report shall include, but not be limited to:

(a)

an assurance that the CAP identified in the Election Report has been successfully carried out, along with substantiation of its completion;

(b)

a list of all work performed by the Nominating Committee during its term, specifically in relation to building a leadership succession pipeline;

(c)

an assessment of the health of the Club’s leadership succession strategy, including recommendations to maintain or improve its status;

(d)

a list of potential successors, along with their trustworthiness and capabilities;

(e)

recommendations for engagement with potential successors to secure their interest;

(f)

identification of process improvements for the next Nominating Committee to implement;

(g)

recommendations of Club members (not on the Board) to recruit for the next Nominating Committee.

5.

Review of Terms of Reference

5.1

The terms of reference for the Nominating Committee shall be reviewed every two years to ensure its relevance.