Last updated: 29 May 2025
1. Membership
The committee shall comprise at least two directors and up to four external members.
Only members of the committee have the right to attend committee meetings. However, other individuals such as the chief executive, the chief scientist, the deputy CEO, other relevant senior staff and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.
Appointments to the committee are made by the board and shall be for a period of up to three years, which may be extended for further periods of up to three years, provided the member still meets the criteria for membership of the committee.
The board shall appoint the committee chair. In the absence of the committee chair and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting from those who would qualify under these terms of reference to be appointed to that position by the board.
2. Secretary
The secretary or their nominee shall act as the secretary of the committee and will ensure that the committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.
3. Quorum
The quorum necessary for the transaction of business shall be two. A duly convened meeting of the committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the committee.
4. Frequency of meetings
The committee shall meet quarterly and otherwise as required.
5. Notice of meetings
Meetings of the committee shall be called by the secretary of the committee and/or at the request of the committee chair or any of its members.
Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the committee and any other person required to attend no later than five working days before the date of the meeting. Supporting papers shall be sent to committee members and to other attendees as appropriate, at the same time.
6. Minutes of meetings
The secretary shall minute the proceedings and resolutions of all committee meetings, including the names of those present and in attendance.
Draft minutes of committee meetings shall be circulated reasonably promptly to all members of the committee. Once approved, minutes should be circulated to all members of the board (as part of the distribution of board papers).
7. Duties
The committee shall carry out the duties set out in the UK Biobank Access Procedures (as amended from time to time).
8. Reporting responsibilities
The committee chair shall report to the board after each meeting on the nature and content of its discussion, recommendations and action to be taken.
The committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed, and adequate time should be made available for board discussion when necessary.
9. Other matters
The committee shall:
- have access to sufficient resources in order to carry out its duties, including access to the company secretariat for advice and assistance as required;
- be provided with appropriate and timely training;
- give due consideration to laws and regulations;
- ensure that periodic evaluation of the committee’s own performance is carried out; and
- at least annually, review its constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval.
10. Authority
The committee is authorised by the board to obtain, at the company’s expense and via the company secretary, outside legal or other professional advice on any matters within its terms of reference.