AUDIT COMMITTEE TERMS OF REFERENCE

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REMUNERATION COMMITTEE Terms of Reference 1 Constitution and purpose 1.1 The Board of Governors has established a Remuneration Committee which will follow the good practice set out in the Committee of University Chairs (CUC) ‘Guide for Members of Higher Education Governing Bodies’ (2009). 1.2 The purpose of the Committee is to determine and review the salaries, terms and conditions (and, where appropriate, severance payments) of the head of the institution and such other members of staff as the governing body deems appropriate (CUC Guide, 2009). 2 Remit 2.1 The Board of Governors has delegated authority to the Remuneration Committee to: i) take note of the objectives set, by the Chair of the Board, in respect of the Vice Chancellor against which performance will be reviewed; ii) review the performance of the Vice Chancellor (articles of governance paragraph 3.1(f)); iii) review and determine the salary, terms and conditions (and if appropriate severance payment) of the Vice Chancellor; iv) consider the objectives set by the Vice Chancellor in respect of Senior Management Group members against which their performance will be reviewed; v) consider the Vice Chancellor’s performance review of Senior Management Group members; vi) review and determine the salaries, terms and conditions (and if appropriate severance payments) of all senior postsholders; and vii) consider and confirm the objectives set, by the Chair of the ...

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• Publié par: Sazef
• Nombre de lectures: 12
• Langue: English

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Terms of Reference:

Remuneration Committee

Page 1

Approved by Board of Governors on 17 November 2010

REMUNERATION COMMITTEE

Terms of Reference

1

Constitution and purpose

1.1

The Board of Governors has established a Remuneration Committee which

will follow the good practice set out in the Committee of University Chairs

(CUC) ‘Guide for Members of Higher Education Governing Bodies’ (2009).

1.2

The purpose of the Committee is to determine and review the salaries, terms

and conditions (and, where appropriate, severance payments) of the head of

the institution and such other members of staff as the governing body deems

appropriate (CUC Guide, 2009).

2

Remit

2.1

The Board of Governors has

delegated authority

to the Remuneration

Committee to:

i)

take note of the objectives set, by the Chair of the Board, in respect of

the Vice Chancellor against which performance will be reviewed;

ii)

review the performance of the Vice Chancellor (articles of governance

paragraph 3.1(f));

iii)

review and determine the salary, terms and conditions (and if

appropriate severance payment) of the Vice Chancellor;

iv)

consider the objectives set by the Vice Chancellor in respect of Senior

Management Group members against which their performance will be

reviewed;

v)

consider the Vice Chancellor’s performance review of Senior

Management Group members;

vi)

review and determine the salaries, terms and conditions (and if

appropriate severance payments) of all

senior postsholders

; and

vii)

consider and confirm the objectives set, by the Chair of the Board and

the Vice Chancellor, in respect of the University Secretary against

which performance will be reviewed;

viii)

consider the Chair of the Board’s and Vice Chancellor’s review of the

University Secretary

performance;

ix)

review and determine the salary, terms and conditions (and if

appropriate severance payment) of the University Secretary

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Remuneration Committee

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Approved by Board of Governors on 17 November 2010

x)

Seek comparative information on salaries and other benefits and

conditions of service in the higher education sector.

xi)

Represent the public interest in considering any severance

arrangements.

3

Membership

3.1

The Committee shall have five members which shall include:

the Chair of the Board of Governors;

three other Independent Governors; and

the Vice Chancellor.

3.2

Members are appointed to the Committee by the Board of Governors.

3.3

The Committee’s current membership is as follows:

Mr Jonathan Lea (Chair)

Mr Lionel Benjamin

Mr Chris Humphries

Mr John Taylor

Professor Peter John (Vice Chancellor)

3.4

The term of office of the Governor members is concurrent with their term of

office as a Governor.

Remit

4

Quorum

4.1

Quorum is four members which must include the Vice Chancellor.

5

Chairmanship

5.1

In the absence of the Chair of the Committee the members shall elect from

amongst their number another Independent Governor to act as Chair for the

meeting or until such time as the Chair of the Committee arrives.

6

6

Frequency

6.1

The Committee meets annually as early as possible after 31 July each year.

6.2

Additional meetings may be held with the agreement of the Chair of the Board

of Governors.

7

Attendance at meetings

7.1

The Vice Chancellor will act as adviser to the Committee except when his/her

own position is under discussion.

He/she will withdraw from the meeting when

Terms of Reference:

Remuneration Committee

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Approved by Board of Governors on 17 November 2010

his/her own salary, terms and conditions or severance payments are under

consideration.

7.2

The Chair of the Board of Governors may be requested to withdraw from the

meeting by the Chair whilst the Committee discusses his assessment of the

Vice Chancellor.

7.3

The University Secretary & Clerk to the Board/or the Committee Secretary will

attend meetings of the Committee to keep a record of the decisions.

7.4

The University Secretary & Registrar will withdraw from the meeting when

his/her own salary, terms and conditions or severance payments are under

consideration.

7.5

The Director of Human Resources may be invited to attend meetings in an

advisory capacity.

7.6

Other officers may be asked to attend when appropriate.

6.3

8

Confidentiality

8.1

The Committee’s business is confidential as it

relates to named members of

staff …. or prospective members of staff

and so, in accordance with the

articles of governance paragraph 7.8(a), meetings are not open to staff or

student observers.

8.2

The minutes of the proceedings will be confidential and will not be accessible

to staff and student governors,

unless with the approval of the Chairman of the

Board of Governors (articles of governance paragraph 7.9 (f))

and the Chair of

the Committee.

9

Reporting procedures

9.1

The Chair of the Committee will report to the Board of Governors on any

matters which the Committee considers ought to be brought to the attention of

the Board and on any matters requiring the approval of the Board such as the

appointment or dismissal of the Vice Chancellor (Articles of Government

paragraph 5.3 (d)).

9.2

Any such report will normally be considered confidential and the provisions of

the Articles of Government paragraph 7.8 will apply.

Terms of Reference:

Remuneration Committee

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Approved by Board of Governors on 17 November 2010

Supporting Information

Groups feeding into the Remuneration Committee

None at present.

Effectiveness and lifespan

Lifespan ongoing.

Effectiveness reviewed five-yearly as part of the Board

effectiveness review.

Actions that may be taken by the Committee

The Remuneration Committee may:

Note

Receive

Consider

Support

Approve

Recommend

Reject

Most appropriate minuting style

Traditional / formal minutes in accordance with the Committee Handbook.

Resources

Secretary

University Secretary & Clerk to the Board

Clerk

Committee Secretary

Meetings

Once per academic year