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Remuneration Committee

Terms of Reference and Constitution 

Governance reporting line: Council

Document owner: Governance Services 

1. Origin 

  • Remuneration Committee is a sub-committee of Council. 
  • Remuneration Committee is constituted in accordance with requirements of The Higher Education Senior Staff Remuneration Code. 

2. Purpose 

The purpose of Remuneration Committee (‘the Committee’) is to ensure the proper remuneration of the University’s senior post holders, as well as to have oversight of remuneration arrangements for other senior members of staff. 

For these purposes, the following definitions are applied: 

  • ‘Senior post holders’ means incumbents of the roles listed in Schedule 1 
  • ‘Other senior members of staff’ means (apart from those already included as ‘Senior post holders’): 
    • Named Office holders as listed in Schedule 2. 
    • Level 7 employees; and 
    • Any other employee paid a basic salary of £100,000 or more per annum.

3. Responsibilities and activity 

The Committee shall: 

  • i) Determine the remuneration of the President and Vice-Chancellor. 
  • ii) Determine the policy by which the remuneration of other senior post holders is set. 
  • iii) Review and approve the remuneration of other senior post holders on receipt of recommendations from the President and Vice-Chancellor or their nominee. 
  • iv) Approve the principles by which the remuneration of Named Office holders is set. 
  • v) Approve the principles by which the remuneration of Level 7 employees is set. 
  • vi) Monitor the remuneration processes applying to Named Office holders, Level 7 employees and any other employee paid a basic salary of £100,000 or more per annum. 
  • vii) Review and approve severance arrangements for senior post holders, Named Office holders and any other employee paid a basic salary of £100,000 or more per annum. 

In discharging its responsibilities. the Committee will: 

  • viii) Consider the context in which the University operates. 
  • ix) Consider senior remuneration in the context of remuneration for all staff. 
  • x) Consider benchmarking data as relevant to these Terms of Reference. 
  • xi) Consider equality, diversity and inclusion data as relevant to these Terms of Reference. 
  • xii) Ensure that any equality impacts are considered as part of decision-making processes. 
  • xiii) 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. 
  • xiv) Ensure the body is fit for purpose by performing an effectiveness review every three years. 

4. Reporting arrangements 

  • The Committee will provide an annual report to Council on the conduct of its business. 
  • The Committee will provide a publicly available annual report on the conduct of its business. 

5. Constitution 

The Committee shall comprise: 

  • The Chair of Council 
  • The Vice-Chair of Council 
  • The Treasurer 
  • Two lay members of Council 

The Vice-Chair of Council will normally be the Chair of the Committee. In the event that the Chair of Council is Chair of the Committee, they may not chair any discussion in relation to item i. of these Terms of Reference. 

Other attendees: 

  • The Committee shall be supported by the Executive Director of Human Resources or their nominee, who shall provide or arrange provision of appropriate advice and guidance to the Committee, and act as secretary to the Committee. 
  • The Chair of the Committee may invite other attendees as appropriate. 
  • No attendee will be present for any agenda item which concerns their own remuneration or which for some other reason would cause a conflict of interest. 

6. Quorum and frequency 

6.1 Quorum 

  • Quoracy is a minimum attendance of 1/3 of the membership plus one person, one of whom must be the Chair or Vice-Chair of Council. 

6.2 Frequency of meetings 

  • The Committee shall meet with such frequency and at such times as it may determine. 

7. Resources 

  • Secretariat support shall be supported by the Executive Director of Human Resources or their nominee. 

8. Terms of Reference review 

Date of last review: 11 July 2023 (with effect 1 August 2023) 

Date of next review: July 2024 

Schedule 1 

Senior post holders: 

  • President and Vice-Chancellor 
  • Senior Vice-President (Academic) 
  • Vice-President (Education and Student Experience) 
  • Vice-President (International and Engagement) 
  • Vice-President (Operations) 
  • Vice-President (Research and Enterprise) 
  • Deputy Vice-President (Operations) 
  • Dean of the Faculty of Arts and Humanities 
  • Dean of the Faculty of Engineering and Physical Sciences 
  • Dean of the Faculty of Environmental and Life Sciences 
  • Dean of the Faculty of Medicine 
  • Dean of the Faculty of Social Sciences 
  • Executive Director, Finance and Planning 
  • Executive Director, Human Resources 
  • Executive Director, Estates and Facilities 
  • Chief of Staff and Chief Strategy Officer 

Schedule 2 

Named Office holders are the incumbents of the following roles: 

  • Heads of School 
  • Associate Deans 
  • Associate Vice-Presidents 
  • Directors of the University’s Strategic Interdisciplinary Research Institutes 
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