Membership

Members

Quorum: Three, of which two must be independent members

In attendance

Terms of reference

Purpose

The Board of Governors has delegated responsibility to the Remuneration Committee to agree the pay and conditions for the Vice-Chancellor, the Clerk to the Board of Governors, and other members of the University Executive Group, and to approve severance arrangements for those staff.

Duties

The duties of the Committee are as follows:

  1. To have responsibility for setting the remuneration policy for the Vice-Chancellor, the Chief Operating Officer (whose role encompasses the Clerk to the Board), and other members of the University Executive Group, ensuring adherence to regulatory requirements and best practice. Remuneration shall include pay, pension and any other terms and conditions of employment.
  2. To review the on-going appropriateness and relevance of the remuneration policy in relation to the Vice-Chancellor, the Chief Operating Officer and other members of the University Executive Group.
  3. To approve the individual remuneration package of each member of the University Executive Group.
  4. To approve the design of, and determine targets for, any performance related pay schemes for University Executive Group members, and approve the total annual payments under such schemes.
  5. To ensure that severance terms on exit for any member of the University Executive Group comply with best practice, are fair to the individual, fair to the University, do not reward failure and fully recognise the duty to mitigate loss.
  6. In respect of those duties laid out in these terms, pay particular attention to equality and diversity, making sure that reward policy and practice reflect the University’s commitment to ensuring equal treatment.

Membership

The Committee shall comprise at least three independent governors (one of whom shall be the Chair of the Board of Governors).

The Vice-Chancellor shall not be a member of the Committee.

At least one member of the Committee shall also be a member of the Finance and Resources Committee.

Appointments to the Committee are made by the Board, other than the Chair of the Board of Governors, who is a member ex officio.

The Board shall appoint a Committee Chair who shall be a senior Independent Governor on the Board. The Chair of the Board shall not be chair.

Attendance

No member of staff may be present at a meeting during discussion about their own remuneration. Quorum 50% of the Committee membership, rounded up if necessary, of which the majority must be independent members.

Reporting

Provide sufficiently detailed reports to the Board, (not less than once per year) to provide the necessary assurance to other governors, not involved in Remuneration Committee, that appropriate governance is being deployed.