Terms of reference and purpose
The purpose of the Remuneration Committee is to:
establish, for the approval of Council, a formal and transparent Framework for the Remuneration of Designated Senior Staff including, but not limited to, contracts of employment, severance arrangements and pension rights in the context of the remuneration of all the University’s employees;
determine the remuneration packages of the Designated Senior Staff;
approve the annual performance objectives of the Vice-Chancellor (thereafter to be shared with the Council) and to ensure that the appropriate procedures are in place for the assessment of the performance of Designated Senior Staff;
review and recommend to the Council any severance arrangements for staff earning £100,000 or more per annum;
propose appropriate disclosure of Designated Senior Staff remuneration, for example in the annual Financial Statements, and the preparation and publishing of a readily-accessible annual statement on the work of the committee;
undertake any further tasks as delegated by Council to the Committee.
The Committee will operate, wherever possible, within the bounds of the Framework. However, it is recognised that the Framework cannot predict all situations. If it is necessary to operate outside the Framework, it will be undertaken on a ‘comply or explain’ basis to the appropriate Authority.
Remit of the Committee
The Committee shall determine the individual remuneration of the Designated Senior Staff.
In setting remuneration, the Committee shall take into account all factors that the Committee deems necessary, as laid out in Section 3, the Practice Note.
The Committee shall review, at least annually, the levels of professorial and senior management pay to understand the interface and alignment between this group of staff and the Designated Senior Staff. To enable this review the Chair of the Committee will be an ex-officio observer of the Professorial and Senior Management Salary Committee.
The Committee shall be informed annually by the Director of Human Resources of all significant University-wide policies relating to employee remuneration and remuneration-related issues for the purpose of obtaining assurance regarding their ongoing appropriateness and relevance.
The Committee shall approve the annual performance objectives of the Vice-Chancellor and shall review procedures for the assessment of the performance of all Designated Senior Staff.
The Committee shall obtain, at the expense of the University, reliable, up-to-date information about Designated Senior Staff remuneration in other universities and colleges.
The Committee shall have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary.
The Committee shall be consulted on the design of, and methodology for, any and all specific individual reward-related performance management arrangements operated by the University.
The Committee shall determine the policy for, and scope of, pension arrangements for each member of Designated Senior Staff if such arrangement is intended to deviate from the standard arrangements open to all staff (see para 3.21).
The Committee shall oversee the contractual terms on termination or severance and any payments to be made, as follows:
- for Designated Senior Staff, and any members of staff earning £100,000 or more per annum, the Committee shall make recommendations to Council for their approval;
for any other staff where the financial cost of termination or severance is greater than £95,000, the Committee is the approving authority.
In exercising this responsibility, the Committee shall ensure that any terms are fair to the University and to the individual, that failure is not rewarded and that the duty to mitigate loss is appropriately recognised.
The Committee shall agree the policy for authorising claims for expenses for Designated Senior Staff where this is different from that operated for other staff of the University. For the avoidance of doubt, it is anticipated that such differences will not arise commonly or regularly.
On request, the Committee shall give guidance to the Vice-Chancellor and other senior staff, in setting levels of remuneration for the University.
Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Vice-Chancellor, the Head of Strategic Governance, incoming office holders and the Committee’s advisers may be invited to be in attendance at all or part of any meeting of the Committee, as and when appropriate.
No individual shall attend any part of a meeting of the Committee where their own remuneration arrangements are being discussed or determined, or be in any way involved in decisions regarding their own remuneration.
Appointments to the Committee shall normally be for a period of up to three years subject to the following conditions:
for the Lay members of Council, the appointment may be extended (by Council on recommendation of the Nominations Committee after discussion with the Remuneration Committee Chair) by no more than one additional period of up to three years provided that the member continues to meet the criteria for membership of the Committee;
for the Staff member of Council, the appointment may be extended (by election by the staff members of Council) by no more than one additional period of up to three years provided that the member continues to meet the criteria for membership of the Committee;
for the ex-officio members of the Committee, the appointment will continue for as long as the individual continues in the nominated role.
No one for whom the University is their employer may serve as a member of the Committee save for members of Council whose remuneration does not fall within the remit of the Committee.
The Director of Human Resources shall act as the secretary of the Committee and will ensure that the Committee receives agendas, supporting documents and other relevant information in a timely manner to enable full and proper consideration to be given to the matters at hand.
Appointment of Chair
The Chair of the Committee is appointed by Council on the recommendations of its Nominations committee. In the absence of the Chair of the Committee, the lay voting members present shall select one of their number to chair the meeting.
Alternates are not permitted. See Council Standing Order 17(iii).
As determined by Council on 24 October 2017, there shall be a quorum at meetings of three members including a minimum of two lay voting members.
The Committee will meet at least four times each year and be organised so that attendance is optimised.
Meetings of the Committee shall be convened by the Secretary.
Unless otherwise agreed by all members of the Committee, notice of meetings, confirming the venue, time and date together with an agenda and documents, should normally be circulated to each member of the Committee (and any other person requested to be in attendance) at least five working days prior to the date of the meeting.
Meetings of the Committee may be conducted when the members are physically present or in the form of either video or audio conferences.
The Chair shall ascertain, at the beginning of each meeting, the existence of any conflicts of interest and the Secretary shall minute them accordingly. Conflicts of interest shall include any situation where the individual involved in the Committee decision might be influenced by their relationship, either working or personal, to the people affected by the decision being made.
Decisions of the Committee will be made by majority vote. In the event of an equality of votes, the chair of the meeting will have a second or casting vote.
At the discretion of the Chair, or as agreed by the Committee, where an urgent decision is required, matters for decision may be voted upon by the exchange of emails, or similar electronic means. For such a decision to be validly passed, the final motion must be given to all members, of whom not less than 75% must reply to the Secretary to confirm their agreement. The decision shall be duly recorded at the next meeting.
The Secretary shall minute all meetings of the Committee, including recording the names of those members present and those invited to be in attendance.
Draft minutes of Committee meetings shall be circulated promptly to all members of the Committee following approval by the Chair. Once agreed by the Committee as a true and fair record of the meeting, the minutes shall be presented to the next meeting of Council.
The minutes will include the decisions made by the Committee. They will not, usually, include the full set of data considered by the Committee in making those decisions, to preserve confidentiality and quality of decision making.
The Committee shall make whatever recommendations it deems appropriate to the Council on any matter within its terms of reference.
The Committee shall be mindful of the need for appropriate transparency in the way that it conducts its business. The Committee shall, each year, produce a report of its work (the 'Remuneration Report') that will be presented by the Chair of the Committee, wherever possible in person, to the University’s Audit & Risk Committee on behalf of the Council and published on the University web-pages within the University’s Financial Statements.
Owner: Remuneration Committee
Approval Date: 7 July 1995, revised by 5 July 1996 and 22 October 2009, updated on 30 November 2017 and revised 18 July 2019
Approved By: Council
Date of last review: 18 July 2019