Proposed change to the Rules and Regulations

 

Formation of a Nominations Committee

 

Contents

  1. Purpose
  2. What is a Nominations Committee?
  3. What are their responsibilities?
  4. Who is part of the nominations committee?
  5. Who can serve on the committee?
  6. How are candidates selected and proposed?
  7. Who can stand for nomination?
  8. Once the slate is created, what happens then?
  9. Is there a way for members to challenge the recommendations of the nominations committee?
  10. How are the result announced?
  11. What are the safeguards against rigged slates or people being inappropriately proposed?
  12. How are chairpersons elected?

Purpose

It has been identified that as an organisation, WYSE Travel Confederation needs to attract and retain strong and relevant people to serve on the Management Board and on the Industry Panels to keep the Confederation on the right path of development and relativity.

Currently, the process for the selection of board and panel members is by the opening of available positions to the membership and then relying on members putting themselves forward for vacancies. This process leaves the Confederation open to several risks:

  • No one or insufficient numbers of members stand for a vacant role
  • Diversity of gender and nationality are not achieved
  • Candidates do not have the right experience or profile for the role
  • Candidates might be standing for the wrong reasons – self-serving business reasons or for their own profile.

To reduce these risks, it is proposed to introduce a Nominations Committee (NomCom) to recruit potential candidates for the vacant roles and recommend to the Management Board those who best fit the current needs of WYSE and the experience profile of the current Board or Industry Panels.

Once approved, the Management Board will present these candidates to the membership for ratification at an Annual General Meeting or a General Meeting as currently required by our Bylaws.

What is a Nominations Committee?

A nomination committee is a committee that acts as part of WYSE Travel Confederation’s governance and will evaluate the Management Board of directors and Industry Panels and examine the skills and characteristics needed in candidates.

The nomination committee will research, identify and approach suitable candidates for the various positions.

What are their responsibilities?

The nominations committee will recruit voting member candidates for vacant roles against pre-agreed requisites which will include:

  1. The set objectives for the Confederation or panel
  2. Diversity of gender and race where this achieves (i) above.
  3. Defining the term length of each candidate to ensure a phased turnover of board or panel members. Term length can be determined by lottery.
  4. Any other requirements set by the board or panel in advance of the selection procedure commencing.

Additional responsibilities include participating in face-to-face and conference call meetings, communicating with the candidates and their references (e.g., soliciting additional information), and staying abreast with updates and information.

Who is part of the nominations committee?

The committee is comprised of:

  • One memberof the management board;
  • The chief executive officer (CEO); and
  • One other voting member selected by the Management Board

For the selection of industry sector panel members, the nominations committee will be enhanced by two people to include:

  • the chair of the industry sector panel and/ or
  • one or two other members from that sector (not necessarily panel members)

Thus, the NonCom will normally be three members, but for industry panel nominations, two additional members will be identified from each panel for the specific purpose of selecting nominees for that panel.

No person seeking nomination for election or re-election can serve on the NomComm.  The Management Board chair also cannot serve on the NomComm.

Who can serve on the committee?

Each member of the NomCom must comply with at least one of the following criteria:

  • Member of the management board
  • Member of an industry sector panel
  • Have been an active voting member of WYSE Travel Confederation for at least five years

How are candidates selected and proposed?

Taking the requirements set out by the Management Board and the Industry Panels, the nominations committee will approach potential candidates from the membership, at large for the Management Board and from the industry sector for the relevant panel. The nominations committee will then select the candidates that best fit the set objectives, along with a duration of office where staggered rotation of board or panel members is required.

Candidates are then selected for the slate in equal numbers to the places available.

Who can stand for nomination?

Anyone who is a full or part time permanent employee or the owner of a voting member organisation is eligible to stand for nomination. The member organisation must have been a member for more than 12 consecutive months.

To be considered for an industry panel position, the voting member organisation must have primary or secondary business interests in that sector, as recorded in the WYSE Travel Confederation database.

The candidate must be prepared to devote up to eight hours per month to the business of the role plus attend duly called meetings and conference calls as required.

If appointed to the Management Board, the candidate also must be prepared to be registered as a Director of the Confederation accepting the responsibilities that accompany that appointment.

Once the slate is created, what happens then?

The nomination committee will present to the Management Board for approval an initial slate of candidates for open seats on the Management Board and on each industry sector panel.   The slate(s) must be presented to the Management Board for approval no later than eight weeks prior to a General Meeting or Annual General Meeting. The final slate must be presented no less than 6 weeks prior to the relevant meeting.

The Management Board will by simple majority approve or not approve the candidates for nomination. In the event of a candidate not being approved, the NomComm will offer alterative candidate(s) until the slate is completed or it is deemed that there are no further appropriate candidates available in which case, there will be a vacant seat.

Once the slate(s) are approved, all the nominated candidates, their profiles and pictures will be displayed on the WYSE Travel Confederation website no later than four weeks prior to the AGM or GM.

At the Annual General Meeting or General Meeting, the slate will be presented to the membership present who will the vote, by simple majority, to ratify the selection.

Is there a way for members to challenge the recommendations of the nominations committee?

Yes, any voting member may challenge the slate by advising the Management Board of their intention to self-nominate as an additional candidate no less than seven (7) working days prior to the General Meeting or Annual General Meeting, stating their credentials to be considered.

At the Annual General Meeting or General Meeting, instead of the ratification of the approved slate, there will be a ballot that includes both the slate candidates and the challenging candidates.  The top voted candidates take the vacant seat(s).

The sole purpose of the seven working day notification requirement is to facilitate efficient administration of the election by allowing adequate time to prepare ballots.

How are the result announced?

Where there is an uncontested slate, the election results will be clear immediately after the ratification process. Where there are additional contenders and a balloted election, the results will be announced shortly after the elections.

What are the safeguards against misuse of the nominations process?

There are multiple checks and balances in this approach to nomination.

  • The nominations committee is made up from a combination of board members, the WYSE Travel Confederation CEO, panel members and members at large.
  • Nominated candidates must comply with a predetermined set of criteria or they will not be approved by the Management Board
  • All nominated candidates will be made known to the membership well in advance of the Annual General Meeting or General Meeting so that they can be reviewed by the remaining membership
  • The slate will be approved by the membership at an Annual General Meeting or General Meeting
  • Any slate can be challenged by a member in good standing for election alongside the slate candidates, in which case a ballot of all candidates will be prepared.
  • All members who are elected to board or panel roles are limited in the number years and terms that they can hold, thus ensuring a continuous rotation of talent and stakeholders.

How are chairpersons elected?

Within the Management Board, the chairperson is selected by the other members of the Management Board and ratified at the AGM or General Meeting.

For the industry panels, where a chair vacancy exists, the panel candidates will indicate if they wish to be considered for the panel chair and an election will be held.