Notes for Committee Chairmen

This Procedure Note is intended to help Committee Chairmen get the best from their Committees. It is intended for guidance only and is not meant to be prescriptive. If more detailed guidance is needed in connection with a particular issue this should be sought from the learned Clerk or from the Prime Warden.

1. Make sure that you and your Committee are familiar with its Terms of Reference and work within them. If your Committee does not have Terms of Reference, or wants to amend them, write your own (or draft amendments) and submit them to the learned Clerk so that he can get Court approval.
   
   
2. Liaise with the learned Clerk to ensure that an agenda and any supporting papers are distributed to all members in advance of each Committee meeting.
   
   
3. Ensure that your Committee meeting is documented and that timely minutes are produced. These minutes are the primary means of reporting your activities to the Court. They should concentrate on decisions taken and not on the discussion at the meeting. In particular the minutes should differentiate clearly between:
   
   3.1    Those matters affecting Company policy or future strategy where you are making a recommendation which needs a Court decision. Normally such matters will generate discussion at the Court meeting and the minute should be accompanied by a paper setting out the arguments for and against the recommendation being made.
   
   3.2    Those matters of an administrative or executive nature where it is sufficient to merely report your decisions/conclusions to the Court. These matters will not normally generate significant Court discussion and do not need an accompanying paper.
   
   Note:    Sometimes matters of an administrative or executive nature might, because of their nature or content, be expected to generate significant Court discussion. In such cases the Chairman should consider whether an accompanying paper setting out the reasons for the decisions reached would be helpful to facilitate the Court’s consideration of the matter.
   
   
4. Should your Committee recommend something which could be considered controversial and which would generate significant discussion in the Court or in the wider Company, you should discuss with the learned Clerk and Prime Warden how the matter might best be handled. A period of consultation prior to the Court being asked to take final decisions might be recommended, in which case members of the Court should be asked to submit any comments they might have only to the Clerk, who would be responsible for their circulation to the Committee Chairman and the Prime Warden.
   

Committee Chairmen should consider, at least annually, their Committee membership, striking an appropriate balance between Assistants below the Chair and Past Prime Wardens, remembering that Committee appointments are made by the Nominations and Appointments Committee. All Committees may co-opt additional members at their discretion. The members of your Committee should together have sufficient skills and experience to fulfil their remit. In the case of standing Committees, the Chairman should also consider succession planning