On behalf of the SSAC, please find SSAC2023-11: SSAC Input on Bylaws Amendments and Documents to Implement the NomCom2 Review.

The attachment is the PDF of SSAC2023-11: SSAC Input on Bylaws Amendments and Documents to Implement the NomCom2 Review.

The SSAC supports the proposals and finds that the draft Bylaws amendments are generally consistent with the recommendations of the Independent Examiner’s Final Report, the Feasibility Assessment and Initial Implementation Plan, the NomCom Review Detailed Implementation Plan, and the NomCom2 Review Final Report. The SSAC provides comments on the Unaffiliated Director Statement and on the NomCom Standing Committee Charter.

Unaffiliated Director Statement:

- The SSAC suggests that the language related to “unaffiliated Directors” in the draft Bylaws be reviewed in conjunction with the Review Implementation Working Group (RIWG) to ensure that a provision is made for an exception in line with the RIWG intent.

- The restrictions specified for appointment as an “unaffiliated Director” seem overly restrictive and may result in a very small pool of applicants in this category.

- The SSAC suggests that a time limit, such as 3 or 5 years, be introduced for the period in which those restrictions apply.

NomCom Standing Committee Charter:

- The SSAC supports the draft Nominating Committee Standing Committee Charter.

- The SSAC strongly suggests that the first dot point in Section II Purpose should explicitly state that the NomCom Operating Procedures must never be deemed confidential and should be made public. 

- The SSAC suggests that NomCom tenures may be better expressed as years rather than terms on the NomCom, since the length of terms has varied.

- The SSAC suggests referring the "Consideration of the WS2 diversity criteria” instead of “Consideration of the WS2 diversity recommendation” in the fourth requirement.