Adopted 14 December 2021 9.3 Quorum The number of committee members whose presence in person is necessary to constitute a quorum is a majority of committee members or 3, whichever is the greater. 9.4 9.5 10 11 Consensus and decision making (a) Questions arising at a meeting of the Governance Committee are to be determined by a majority of votes of the committee members present. (b) In the event of an equality of votes, the chairperson of the meeting does not have a casting vote. (c) Members of the Governance Committee are to be committed to collective decision making, but have a duty to question and raise any issues of concern at a meeting. Matters are to be debated openly and constructively amongst the members and the chairperson is charged with responsibility for facilitating this process. Attendance at meetings (a) Members of the Governance Committee are expected to prepare adequately, attend and participate at each meeting. (b) A member may be present physically or by appropriate electronic technology which allows reasonable opportunity to participate in the meeting. (c) Prior written apology, with reasons, should be provided to the chairperson or Company Secretary where a member is unable to attend a meeting. (d) The chairperson may request or invite management or external consultants to attend meetings, where necessary or desirable to do so. Written resolutions (a) The Governance Committee may pass a resolution without a meeting being held if all of the members of the Governance Committee sign a document containing a statement that they are in favour of the resolution set out in the document. (b) Separate copies of a document may be used for signing by the committee members if the wording of the resolution and statement is identical in each copy. (c) The resolution is passed when the last committee member signs. Inter-sessional resolutions by the Forum Council (a) Where matters arise that are within the remit of the Forum Council and which require a decision of the Forum Council prior to the next General Assembly or Forum Council meeting, the Governance Committee Chair is to email Forum councillors: (i) Identifying the nature of the decision required to be made and proposing a motion; (ii) Identifying arguments for and against the decision; and (iii) Requiring each Forum Councillor to provide by return email a decision for or against the motion within 14 days. 6