Remuneration Committee - Terms of reference - Committees of the Governing Council

Remuneration Committee follows the guidance as set out in the CUC Higher Education Senior Staff Remuneration Code (June 2018).

Membership

The Chair of the Governing Council
The Vice‐Chair of the Governing Council who will Chair the Committee
The Chair of Performance, People and Resources Committee
The Chair of Audit and Risk Committee
The Chair of Skills Committee
The Chair of the Student Voice Committee
President Union of Students
Staff Representative, Governing Council

In Attendance

Clerk to the Governing Council and University Secretary
Chief People Officer
The Vice‐Chancellor

Special notes

The Vice‐Chancellor (VC) is not a member of the Remuneration Committee. The VC is invited as an attendee and withdraws when their remuneration is under discussion
The Clerk to Governing Council is Secretary to the Committee. They withdraw when their remuneration is under discussion and the Chief People Officer takes the minutes
The Chief People Officer withdraws when their remuneration is under discussion

Quorum

Four independent governor members present.

Meetings

At least three meetings each year.

Secretary

The University Secretary and Registrar who is the Clerk to the Governing Council.

Delegated Powers

The Governing Council has delegated to Remuneration Committee the responsibility for determining the salaries, benefits and other terms and conditions of service (and where appropriate ‐ severance payments) of the Vice-Chancellor and members of the University Executive Board, which includes the Clerk to the Governing Council who is also the University Secretary and Registrar.

Duties

The Committee shall:

Have responsibility for setting the remuneration policy for all members of the Executive Team, including pension rights and any compensation payments. In setting the policy, the Committee will have regard to pay and employment conditions across the University, especially when determining annual salary increases. Within the terms of the agreed policy and in consultation with the chair, as appropriate, determine the total individual remuneration package of each member of the Executive and other designated senior post holders including bonuses and incentive payments. No director or senior manager shall be involved in any decisions as to their own remuneration
These (ToR) might refer to the determination of remuneration and conditions of senior posts holders as defined by the institution – they may also refer to oversight of a framework for remuneration and conditions of all staff, monitoring of remuneration and conditions of senior staff and any responsibilities placed on them for oversight of pay gaps based on gender, ethnicity and other protected classifications
In determining remuneration policy, take into account all factors which it deems necessary including relevant legal and regulatory requirements, the provisions and recommendations of the CUC Remuneration Code and Office for Students requirements. The objective of such policy shall be to attract, retain and motivate executive management of the quality required to run the institution successfully without paying more than is necessary, having regard to views of key stakeholders. The remuneration policy should have regard to the risk appetite of the company and alignment to the company’s long strategic term goals. A significant proportion of remuneration should be structured so as to link rewards to corporate and individual performance and designed to promote the long‐term success of the institution
Be responsible for ensuring they have sufficient information and expert advice and if deemed necessary be responsible for appointing any consultants needed to advise on senior post holder remuneration
Have a responsibility to ensure that contracts agreed with senior post holders are fair, reasonable and justifiable and do not expose the institution to significant potential liabilities, for example by having excessive notice periods
Obtain reliable, up‐to‐date information about remuneration in other institutions of comparable scale and complexity
Approve the design of, and determine targets for, any performance‐related pay schemes operated by the University and approve the total annual payments made under such schemes
Determine the policy for, and scope of, pension arrangements for each member of the Executive and other designated senior post holders
Ensure that contractual terms on termination, and any payments made, are fair to the individual, and the University, that failure is not rewarded and that the duty to mitigate loss is fully recognised
Oversee any major changes in employee benefits structures throughout the University
Agree the policy for authorising claims for expenses from the executive team and senior post holders. Have an oversight of aggregate amounts of expenses claimed (by senior post holders). Consider any external earnings of the University Executive Board (and University Leadership Group) to maintain oversight and guide policy in this area
Review the ongoing appropriateness and relevance of the remuneration policy

Reporting responsibilities

The Committee Chair is required to report to Governing Council the outcomes of its deliberations after each meeting on all matters within its duties and responsibilities
The Committee shall make whatever recommendations to Governing Council it deems appropriate on any area within its remit where action or improvement is needed
The Committee must produce an annual remuneration report to Governing Council. The report will need to provide sufficient assurance that the Committee has effectively discharged its responsibilities

Other matters