Remuneration committee

Terms of Reference

Acting under authority delegated by the Board of Governors, to:

1. Take note of the objectives set by the Chair of the Board in respect of the Vice-Chancellor, against which performance will be reviewed;

2. Review the performance of the Vice-Chancellor;

3. Review and determine the salary, terms and conditions (and if appropriate severance payment) of the Vice-Chancellor;

4. Consider the objectives set by the Vice-Chancellor in respect of Vice-Chancellor’s Executive members against which their performance will be reviewed;

5. Consider the Vice-Chancellor’s performance review of Vice-Chancellor’s Executive members;

6. Review and determine the salaries, terms and conditions (and if appropriate severance payments) of Vice-Chancellor’s Executive;

7. 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;

8. Consider the Chair of the Board’s and Vice-Chancellor’s review of the University Secretary performance;

9. Review and determine the salary, terms and conditions (and if appropriate severance payment) of the University Secretary.

10. Seek comparative information on salaries and other benefits and conditions of service in the higher education sector.

11. Take into account guidance and other relevant information when determining the pay of the Vice Chancellor, the University Secretary and the Vice-Chancellor’s Executive including the CUC Remuneration Code (2018), OfS accounts direction in relation to senior staff pay; the Gender Pay Gap and the pay ratios of the Vice-Chancellor’s pay in relation to the lowest paid staff.

12. Consider the public interest and the safeguarding of public funds alongside the interests of the institution when considering all forms of payment, reward and severance to the staff within its remit.

13. Agree the University’s Remuneration Statement.

14. Keep under review the University’s policy on pensions for staff who are unable to remain for tax reasons.

15. Consider remuneration for all staff which falls outside the Joint National Committee of Higher Education Staff (JNCHES) negotiations and to consider staff remuneration should the Board decide not to follow the UCEA recommendations in any year, or decides to leave JNCHES or UCEA.

Composition and Membership

Up to three Independent Governors, one of whom shall be Chair of the Committee

• Ms Shirley Cameron (Chair)
• Mr Derek Hicks
• Mr Steve Fowler

The Chair of the Board of Governors - Ms Jennifer Bernard (Chair)

Quorum

Quorum is three members. The Vice-Chancellor must also be present (except for the determination of the Vice Chancellor’s remuneration).

Frequency

The Committee meets annually in October or November each year. Additional meetings may be held with the agreement of the Chair of the Board of Governors.

Notes

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

The Chair of the Board of Governors may be requested to withdraw from the meeting by the Chair whilst the Committee discusses his/her assessment of the Vice-Chancellor.

The University Secretary will attend meetings of the Committee to keep a record of the decisions, but will withdraw from the meeting when his/her own salary, terms and conditions or severance payments are under consideration.

A senior member of the Human Resources department may be invited to attend meetings in an advisory capacity. Other officers may be asked to attend when appropriate.

Confidentiality and Reporting

The Committee’s business is confidential as it relates to named members of staff or prospective members of staff and so, in accordance with Standing Orders 37-39, meetings are not open to staff or student observers. The minutes of the Committee will be confidential and will not be accessible to governors, except with the approval of the Chair of the Board of Governors and the Chair of the Committee. The Minutes are exempt from disclosure under the Freedom of Information Act (Section 40).

The Chair of the Committee will report to the Board of Governors after every meeting on any matters which the Committee considers ought to be brought to the attention of the Board, in addition to the Remuneration Statement, and on any matters requiring the approval of the Board such as the appointment or dismissal of the Vice Chancellor.

Any such report will normally be considered confidential and the confidentiality provisions of the Standing Orders will apply.