The Governance, Nominations and Remuneration Committee (GNRC)

Charter

Governance Nomination and Remuneration Committee

1. Purpose

The Governance, Nomination and Renumeration Committee, in short GNRC, is a committee of the board of ECGI. As a board committee it addresses governance, nomination and renumeration issues for the board and formulates proposals for decisions. The board or, when required so by the statutes, the General Assembly, take the final decisions or confirm the proposed decisions.

2. Composition

The board appoints three or more of its non-executive members to the GNRC for a period of up to 3 years, once renewable for a further period of up to 3 years.  A mandate can be renewed until a person has been a member of the committee for a total of 6 years. Appropriate balance and diversity is taken into account. The chair of the ECGI board and the executive director have standing invitations to attend meetings of the committee but have no voting rights. They and any other member of the GNRC will recuse themselves when the items discussed have a direct impact on their position. When a member is no longer a member of the board of ECGI the person involved will no longer be a member of the GNRC. The chair of the committee is appointed by the ECGI board. In case of absence, a member of the committee can delegate its vote to another member of the committee. In case of absence of the committee chair the members present decide on a temporary chair for the meeting. 

3. Responsibilities

The GNRC of ECGI is responsible for overseeing and making recommendations to the board with respect to the following, and such other matters as the GNRC and/or the Board may deem, in good faith, appropriate from time to time:

A. Nominations;

• Board balance and composition.
• Identification of Board candidates.
• Proposition of new Board members.
• Proposition of Chair of the ECGI Board.
• Proposition of Chairs and members of board governance committees.
• ECGI’s board diversity and inclusion policies.
• Profiles and required capabilities of board members

B. Remuneration;

• Annual review of the remuneration and contractual arrangements for the Executive Director, after having heard the chair of the board of ECGI;
• Directors’ remuneration and expenses policy; 
• Consideration of any proposed changes which are not provided for in the budget, relating to the remuneration and any contractual arrangements of the General Manager and any other employees. The Committee is responsible for approving the proposed changes or referring them to the Board, as it deems, at its sole discretion, appropriate. 
• The committee will hear the proposals and the recommendations of the chair and the Executive Dìrector before formulating a recommendation.

C. Conflicts of Interest;

• ECGI’s conflicts of interest policy.
• Conflicts of interest, which have potentially significant financial aspects and/or reputational risks or are otherwise deemed appropriate for consideration by the GNRC.

D. Board Effectiveness;

• Review of existing Board members, including the Chair.
• Review of general Board activities and functions. 

Note: It is recommended that consideration is given to the views of the ECGI membership, as appropriate, if the committee should undertake to conduct a review of the board. It is within the remit of the committee to conduct a review either internally or with external assistance, depending on available resources. The ECGI Board should have approval of the process which would be recommended by the committee in advance.

4. Functioning

• a) The Committee will normally meet before the board meeting when items are on the board agenda for which the recommendations of the GNRC are needed. The meetings will be minuted consistent with the format of ECGI. There will be an executive session, without their presence, at least once a year.
• b) The Committee will report on its recommendations and activities to the Board of ECGI following the committee meeting.
• c) There is no requirement for the Committee to convene in person. It can meet by phone or other electronic means as well as in person.
• d) The Committee will meet at least twice per annum.
• e) A minimum of 50% of the members of the Committee, including its Chair (unless otherwise agreed by the Board) need to be present for a meeting to be quorate.

Approved by the ECGI Board on 7 December 2021

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