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

In selecting suitable candidates for the Committee, the NC shall endeavour to obtain personal and professional qualifications of a nominee and the representational needs of the Committee. 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.

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 Committee regarding its objectives, processes and outcome of its recommendations.

The Nominating Committee shall:

2.1.1 conduct the ordinary election of Committee members (per Article 8.18 of the constitution);

2.1.2 assist to recruit potential candidates for election based on the Committee’s requirements, interview the candidates, consider their suitability for any particular Committee position and make known to the Committee 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; and

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

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

2.1.6 in a contested election, recommend to the Committee, and the Committee (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 Committee and Nominating Committee members.

In accordance with Article 8.18 of the Constitution, the Chair of the Nominating Committee shall be a non-executive Committee member, who shall have been selected by a simple majority vote amongst all non-executive Committee members. The Committee shall carry out a vote during the April Committee 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 Committee 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.

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-Committee Club members to form the next Nominating Committee no later than 1 June.

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.

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

To ensure succession planning and business continuity:

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

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

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.

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

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

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.
 

4.5.2  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 Committee) to recruit for the next Nominating Committee.

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