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Remuneration and nominations committee terms of reference

Authority

The remuneration and nominations committee is a formal committee of the board and is authorised to provide assurance to the board and carry out delegated functions on its behalf.

These terms of reference have been approved by the board and are subject to annual review.

Purpose

The purpose of the committee is to review, on behalf of the board the following key areas:

  • The overall remuneration policy for the trust.
  • The remuneration package for executive directors.
  • The appointment of executive directors.
  • The remuneration package that applies to managing directors of the trusts commercial operations.
  • The structure, size and composition of the board.
  • Succession planning and business continuity plans in respect of executive director roles. Where changes to the board (non-executive directors) are proposed these will be recommended to the membership council as appropriate.

Membership

The members of the committee will be appointed by the board, as follows.

  • Chairman (chair).
  • All other non-executive directors except the UCL nominated director.
  • Chief executive (when appointing other executive directors).

Quorum

The quorum will be three members.

Attendees

The following will also regularly attend the committee:

  • Chief executive.
  • Director of workforce & OD.
  • Company secretary.

When discussions relate to the salary of the chief executive he/she will withdraw from the meeting and similarly, when discussions relate to the salary of the director of workforce he/she will withdraw from themeeting.

Frequency of meetings

The committee will meet at least twice per year and members are expected to attend at least 50% of meetings in any financial year.

Duties

The committee can only carry out functions authorised by the board, as referenced in these terms of reference.

Delegated Functions

The committee will carry out the following on behalf of the board:

  • Appoint executive directors
  • Approve remuneration for executive directors, taking into account national guidance, the needs of the organisation, relevant market conditions including the broader environmental context, and organisational and individual performance
  • Approve remuneration for all staff on VSM contracts.
  • Approve the overall remuneration policy for the trust.
  • Approve all non-contractual payments to staff as recommended by the chief executive and the director of human resources

Assurance Functions

The committee will review the following to provide assurance to the board:

  • That there is sufficient capability at board level to provide effective organisational leadership on the quality of care provided.
  • The existence and effective operation of systems to ensure that it has in place personnel on the board who are sufficient in number and appropriately qualified to ensure compliance with the conditions of the licence.
  • That executive and non-executive directors meet the fit and proper persons requirement (FPPR).
  • That executive directors have the appropriate competencies and capabilities.
  • That the chief executive carries out appraisals of other executive directors and receive feedback on those appraisals.
  • Review contractual redundancy payments above £100,000.
  • The drafting, review and updating of the remuneration policy.
  • That the trust is meeting its obligations under the public sector equality duty in relation to executive and senior manager appointments and remuneration.

Other duties as agreed by the board

  • Exceptional items explicitly requested by the board that fall outside the terms of reference

Reporting and review

Following each meeting of the committee, an update will be provided to the board, in a standard format, showing progress made and highlighting any issues for escalation or dissemination.

Minutes of meetings will be available for any board member on request.

The committee will carry out an annual review of its effectiveness against these terms of reference and this willbe reported to the board, at the first available meeting after 1 September of each year.

Sub-committees

There are no sub-committees of the remuneration and nominations committee.

Meeting administration

The lead executive for the committee will be the chief executive and the secretary for the committee will be the company secretary.

The secretary’s role will be to:

  • Agree the agenda with the chairman.
  • Ensure the agenda and papers are despatched five clear days before the meeting, in line with the board’s standing orders.
  • Maintain a forward plan of items for the committee.
  • Be responsible for the production and quality of the minutes (even if taken by a separate minute taker).
  • Ensure minutes are issued to the chairman for review within one week of the meeting, and to committee members within two weeks of the meeting.
  • Ensure actions are captured, notified to relevant staff and followed up.

Any other administrative arrangements not listed here will be as shown in the standing orders of the board of directors.

 

 

Date approved: March 2022