Nominations Committee

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Chair

Professor Jaap Winter
Partner
De Brauw Blackstone Westbroek

Members

Professor Marco Becht
Professor of Finance and Economics
Université Libre de Bruxelles (ULB)

Mr Antonio Borges
Former Chairman
ECGI

Professor Guido Ferrarini
Professor of Business Law and Capital Markets Law
University of Genoa

Professor (em.) Klaus Hopt
Emeritus Professor
Max-Planck Institut für Ausländisches und Internationales Privatrecht

Terms of Reference

Committee purpose
The purpose of the ECGI Nominations Committee (the ‘Committee’) is to identify and recommend candidates who are willing and able to serve on the ECGI Board of Directors (the ‘Board’). The Committee will also when the need arises identify and recommend a candidate for the Board chair.

Committee composition and quorum
The Committee is constituted by the Board. It consists of five members, a majority of whom are not serving Directors and none of whom are standing for election or re-election as Directors.

Members of the Committee are drawn from among the ECGI membership with relevant expertise, geographic diversity and perspectives. Members should have a good knowledge of the Board, of its agenda and workings.

The designation to the Committee is for four years, with one possible renewal for another four years.

The Committee can establish sub-committees to search for candidates for particular posts.

The Committee may seek the assistance of outsiders but in so doing must consult the Board if it intends to incur any expenditure.

The quorum for meetings of the Committee is three members.

Recommendation procedures
Recommendations for Board membership
The Committee recommends the number of candidates for election necessary to fill the vacancies expected. In doing so, the Committee will take into account:

a)	the two categories of ECGI Directors - academic and non-academic - required to fill board vacancies
b)	the fact that ECGI is an organisation promoting the production and dissemination of scientific research of excellence in corporate governance and that directors should have an understanding of how academic research is conducted, evaluated and publicized.
c)	the different types of backgrounds, skills and experience required to compose a balanced Board
d)	geographic and gender diversity as befits an international organisation.

The Committee ordinarily reports its recommendations for Board elections to the Board for submission to the ECGI membership at the AGM. This is without prejudice to requirements that may arise in connection with the need urgently to fill a vacancy according to section 12.2 of ECGI’s Articles.

In the ordinary course of events, the Committee considers candidates for the Board of Directors in November and makes its nomination recommendations to the incumbent Board in January. Names of candidates are kept in confidence until notice of the Annual General Meeting where ECGI members receive a report of the Committee’s activities and vote on the election and re-election of Directors.

Recommendation for the Board chair
As the need arises, the Committee will seek to identify personalities able and willing to serve as chair of the ECGI. The Committee makes its recommendations to the Board that elects its chair.

Conflicts of interest
Members of the Committee must disclose all potential conflicts of interest arising through business or other relationships to the Committee Chair and the ECGI Secretariat as soon as he or she becomes, or ought reasonably to have become, aware of the interest. Any disclosed conflicts of interest are reported to the Committee which decides whether the member is considered to be conflicted and in exceptional circumstance to the Board, which will decide if any action is needed.

Whenever a Committee member has a business or other relationship relating to a matter to be discussed at a meeting he or she must:

a)	declare an interest before discussion begins on the matter;
b)	withdraw from that part of the meeting unless expressly invited to remain;
c)	not be counted in the quorum for that part of the meeting; and
d)	withdraw during the vote and have no vote on the matter.

Confidentiality
Members of the Committee should be aware that committee deliberations will involve sensitive issues, including the judging of relative merits of various nominees. In virtually all cases, such discussions should remain confidential. It is the expectation of the Board, and an obligation of each member, that such confidentiality be maintained. Full confidentiality must also be maintained at all times by any outsiders that are made privy to the Committee’s deliberations.