BYE-LAW 11.          STANDING COMMITTEES

11.1           Establishment of Standing Committees

11.1.1        Subject to the transitional provisions set out in Bye-Law 16, the Executive Committee will establish five Standing Committees namely:

(i)      The Rugby Committee;

(ii)     The Regulations Committee;

(iii)    The Audit and Risk Committee;

(iv)    The Regional Committee; and

(v)     The Nominations Committee.

11.1.2        The Executive Committee may appoint any person, including without limitation Representatives, to the Rugby Committee, Regulations Committee and Audit and Risk Committee. The composition of the Nominations Committee shall be in accordance with Bye-Law 11.6 below.  

11.1.3        In addition to the Other Committees as set out in Bye-Law 13, Standing Committees may establish sub-committees, advisory groups and working groups for specific purposes and subject to the approval of the Executive Committee.

11.1.4        The terms of reference of each Standing Committee shall be determined by the Executive Committee from time to time.

11.2           Rugby Committee

11.2.1        The Executive Committee shall appoint a Chairman of the Rugby Committee who shall be a Representative. 

11.3           Regulations Committee

11.3.1        The Executive Committee shall appoint a Chairman of the Regulations Committee who shall be a Representative. 

11.4           Audit and Risk Committee

11.4.1        The Executive Committee shall appoint a Chairman of the Audit and Risk Committee who shall be a Representative. 

11.5           Regional Committee

11.5.1        The Executive Committee shall appoint a Chairman of the Regional Advisory Committee who shall be a Representative. 

11.6           Nominations Committee

11.6.1        The Executive Committee shall appoint an independent person, who shall be one of the Independent Members of the Executive Committee to be the independent Chairman of the Nominations Committee (subject to Bye-Law 11.6.5).

11.6.2        The Nominations Committee shall comprise three further members (subject to Bye-Law 11.6.5):

(a)     The Chairman;

(b)     An Independent Member; and

(c)     A Representative from the Executive Committee elected by the Executive Committee.   

11.6.3        The roles, powers and responsibilities of the Nominations Committee shall be:

(a)     To identify and propose to Council Independent Members for membership of the Executive Committee;

(b)     To identify and propose to the Executive Committee persons for appointment to Standing Committees, advisory groups and working parties;

(c)     To identify and propose to the Executive Committee Representatives for appointment as Chairmen of Standing Committees;

(d)     In consultation with the Chairman of the relevant Standing Committee, to draft job specifications for members of such Standing Committee for approval by the Executive Committee and, where requested by the Executive Committee, to shortlist and interview candidates for membership of Standing Committees and provide reports and recommendations to the Executive Committee;

(e)     To identify and propose to the Executive Committee persons for appointment to the Board of Rugby World Cup Limited; and

(f)     In consultation with the Chairman of the Board of Rugby World Cup Limited, to draft job specifications for members of the Board of Rugby World Cup Limited for approval by the Executive Committee and, where requested by the Executive Committee, to shortlist and interview candidates for membership of such Board and provide reports and recommendations to the Executive Committee.

11.6.4        Members of the Nominations Committee shall be appointed to such role for a period of four years, subject to the Executive Committee’s right to remove any member and/or such member no longer meeting the applicable criteria set out in Bye-Law 11.6.1 and/or 11.6.2, which may be renewed for a further [one/two/etc.] period[s] by the Executive Committee. In the event of the retirement, resignation and/or incapacitation of any member of the Nominations Committee between Executive Committee meetings the remaining members of such Nominations Committee shall continue to fulfil their obligations pursuant to these Bye-Laws subject to any alternate direction of the Executive Committee. The Executive Committee shall appoint a replacement for any such former member of the Nominations Committee in accordance with these Bye-Laws at its earliest convenience and such replacement shall serve the remainder of the term of the member who he is replacing.

11.6.5        For transitional purposes:

(a)     The Executive Committee constituted under the Previous Bye-Laws shall appoint Initial Independent Delegates to fulfil the roles of the initial independent Chairman pursuant to Bye-Laws 11.6.1 and/or 11.6.2(b). For the purposes of these Bye-Laws, Initial Independent Delegates, independent Chairman and Independent Members shall be read interchangeably with respect to the initial Nominations Committee. 

(b)     The Executive Committee constituted under the Previous Bye-Laws shall appoint a member of that Executive Committee to the initial Nominations Committee pursuant to Bye-Law 11.6.2(c). 

(c)      In the event that the Initial Independent Delegates appointed as the Independent Member pursuant to the transitional provisions set out in this Bye-Law 11.6.5 is not appointed as an Independent Member on the first occasion of the exercise of Bye-Law 10.2.5 and/or if the Executive Committee member appointed pursuant to Bye-Law 11.6.5(b) ceases to be a member of the Executive Committee such person(s) shall cease membership of the Nominations Committee at such time and the Executive Committee shall appoint replacement(s) in accordance with these Bye-Laws at its earliest convenience.