Credit Union and Co-operation with Overseas Regulators Act 2012

20.

Nomination committee.

20.— The Principal Act is amended by inserting the following after section 56A (inserted by section 19 ):

“56B.— (1) The board of directors of a credit union shall establish a committee (in this Act referred to as the ‘nomination Committee’) whose members shall be elected in accordance with subsection (13).

(2) The nomination committee shall comprise not less than 3 members and not more than 5 members.

(3) Only members of the board of directors of a credit union are eligible to serve on a nomination committee of the credit union.

(4) The nomination committee shall be responsible for the following:

( a) identifying candidates to be nominated for appointment to the board of directors;

( b) accepting nominations of candidates proposed to be appointed to the board of directors;

( c) proposing—

(i) candidates, for election by a general meeting, to be members of the board, and

(ii) if prescribed by the Bank for the purposes of section 53(15), at least such and so many candidates as may be required for consideration for appointment to fill vacancies on the board of directors;

( d) proposing an additional person to be a director of the credit union pursuant to section 95A(1);

( e) assisting the credit union in performing anyobligations of the credit union under section 23 of the Central Bank Reform Act 2010 in relation to any candidates proposed to perform pre-approval controlled functions (as construed in accordance with section 22 of that Act);

( f) assisting the credit union in carrying out any checks which the credit union is undertaking to enable it to comply with its obligations under section 21 of the Central Bank Reform Act 2010;

( g) informing each prospective candidate by notice in writing, before he or she is proposed as a candidate in accordance with paragraph ( c), of the time commitment expected from him or her in respect of his or her role as a director;

( h) ensuring that there is an appropriate succession plan in place for the board of directors;

( i) ensuring that each director is given adequate induction to his or her role on the board of directors so as to ensure he or she has sufficient appreciation of, and appropriate training about, the strategy, operations and performance of the credit union;

( j) ensuring that the induction process and training referred to in paragraph ( i) occurs as soon as is practicable and in any event by no later than 6 months following a director’s appointment to the board of directors;

( k) arranging additional training, either individually or collectively, for the members of the board of directors during their respective terms of appointment to the extent that the nomination committee considers it necessary in order for the board of directors to make informed decisions;

( l) maintaining a record in writing of the periods of time during which a person has served as a member of the board of directors of the credit union.

(5) Every candidate to be nominated for appointment as a member of the board of directors of a credit union shall be proposed through the nomination committee of the credit union. No person shall otherwise be put forward for election or seek election at an annual general meeting or special general meeting of the credit union at which an election is held for members of the board of directors.

(6) The nomination committee shall ensure it receives nominations for appointment of persons as members of the board of directors of a credit union in time prior to any annual general meeting, or special general meeting at which an election is held for such members, so as to enable any requirements by or under Part 3 of the Central Bank Reform Act 2010 to be met in advance of those persons being nominated for appointment.

(7) In identifying prospective candidates under subsection (4)( a) and considering the proposing of candidates under subsection (4)( c), the nomination committee shall consider the balance of skills, experience and knowledge on the current board of directors and any review undertaken under subsection (11).

(8) In considering the proposing of candidates under paragraph (4)( c), the nomination committee shall have regard to—

( a) the number of directors on the board of directors and the number of vacancies to be filled,

( b) whether potential conflicts of interest could arise from the appointment to the board of directors of a person if such person were duly nominated and appointed to the board, and

( c) any other matter that the Bank may prescribe.

(9) Any potential conflict referred to in subsection (8) shall be brought to the attention of—

( a) where subsection (4)( c)(i) is relevant, the members of the credit union at the general meeting concerned, and

( b) where subsection (4)( c)(ii) is relevant, the directors of the board of directors of the credit union at the meeting of the board concerned.

(10) The nomination committee shall not propose appointments to the board of directors or allow appointments to proceed where conflicts of interest exist or could arise in a way which in its opinion could significantly affect the ability of the board of directors to operate in accordance with section 69(1).

(11) The nomination committee shall review the composition of the board of directors at least once a year for the purpose of identifying any deficiencies in the composition of the board. The review shall include determining whether or not there are any deficiencies in the balance of skills amongst the members of the board of directors and considering other matters relating to deficiencies that may be prescribed by the Bank.

(12) The nomination committee shall—

( a) formally review the membership of any person who is a member of the board of directors for more than the 12 years in aggregate permitted under this Part, and

( b) shall document the rationale for the continuance of such membership of that person.

(13) ( a) At a meeting of the board of directors of a credit union—

(i) which is held immediately after the organisation meeting, an annual general meeting or special general meeting at which an election is held for members of the board of directors, and

(ii) which is chaired by a member of the board oversight committee,

the board shall elect by secret ballot directors to fill such positions as are then vacant on the nomination committee.

( b) In the event of a casual vacancy on the nomination committee, the board of directors may by secretballot elect a director to fill that vacancy until the next meeting at which, in accordance with paragraph ( a), an election should be held to fill any vacancy in the nomination committee.”.