People and Remuneration Committee has delegated authority to keep under the membership of the Board of Governors and make appropriate arrangements to appoint both independent and co-opted members to the Board. It considers the mix of skills, knowledge and expertise necessary for the Board to discharge its responsibilities and takes into account the need for diversity within Board membership. It oversees arrangements for the induction, training and development of members of the Board and advises the Board in relation to codes of conduct for members as appropriate.
The Committee has specific responsibility delegated by the Board of Governors to determine the remuneration of the Vice-Chancellor and Chief Executive and other senior post-holders (the University Executive). It supports the operation of fair and transparent processes for Executive remuneration and reward packages that are aligned to individual and institutional performance. It considers a wide range of comparative and benchmark information and is advised by the Chief Operating Officer and Clerk to the Board of Governors. The Committee also has delegated authority for general oversight in relation to pay and conditions of service and employment policies and practices.
Terms of Reference
In accordance with the provision of the Articles of Government, the Board of Governors of the University of Sunderland has established a committee, known as the “Remuneration and People Committee” (the “Committee”), to operate in accordance with the following constitutional arrangements with responsibilities for determining or advising the Board of Governors (the “Board”) on matters set out within the following terms of reference:
Nominations Matters:
- to oversee the arrangements for appointing Board members and to recommend to the Board suitable individuals for appointment;
- to oversee and consider an appropriate balance of skills, knowledge and experience required for the Board and its Committees, with appropriate alignment to the remit of the Committee;
- to oversee the terms and durations of service for all Board members, ensuring that appropriate succession planning and induction arrangements are in place;
- to keep under review the Code of Conduct for Board members and to advise the Board as appropriate in relation to members’ adherence to the Code;
- to oversee arrangements for the appointment of the University Chancellor and Pro-Chancellor(s) and recommend to the Board suitable individuals for appointment;
Remuneration Matters:
- to review and determine the salaries, terms and conditions and other employment benefits of the Vice-Chancellor and Chief Executive (the ‘Vice-Chancellor’), the Clerk to the Board of Governors and other senior post-holders (the University Executive);
- to publish an Annual Remuneration Statement and to report annually to the Board on the key principles that guide decisions related to senior post-holders’ remuneration and the key factors it has considered in the determination or advice to Board on senior post-holders’ remuneration;
- to oversee succession planning and appointment arrangements within the University Executive and to receive information, as appropriate, in relation to other senior leadership appointments within the University;
- to consider and approve, where appropriate, any paid or unpaid external work to be undertaken by the Vice-Chancellor;
- to review and have clear oversight of the Vice-Chancellor’s expenses;
- to determine, where appropriate, terms of severance for the Vice-Chancellor, the Clerk to the Board of Governors and other senior post-holders (the University Executive);
People Matters:
- to approve the University’s key human resources policies and procedures in relation to staff appointments, discipline and capability;
- to oversee the internal employee relations consultative and negotiating arrangements;
- to receive information and be assured that suitable arrangements are in place for the efficient and effective deployment of staffing resources;
- to receive information and be assured that suitable arrangements are in place to advance the University’s equality, diversity and inclusion agenda.
Membership:
Senior Independent Governor or Deputy Chair (as Chair)
Chair of the Board
x 1 Senior Independent Governor or Deputy Chair of the Board
x 1 independent member of the Board
x 1 student representative
x 1 staff representative
These constitutional arrangements allow for members to be in attendance for all items except for any matters pertaining to the personal circumstances of the Vice-Chancellor and other members of the University Executive including, for example, consideration of individual performance. Such matters will exclude staff and student representatives.
The attendance and/or participation by members will be indicated on the agenda and within the minutes.
Advisers:
The Committee may invite and/or engage internal or external advisers to provide expertise and contribution for relevant items. The attendance and/or participation by advisers will be indicated on the agenda and within the minutes.
Quorum:
Three (3) members, to include one of: Senior Independent Governor or Deputy Chair (as Chair) or the Chair of the Board.
Frequency of Meetings:
The Committee will normally meet at least four times in each academic year.
Reporting Arrangements:
The Committee is responsible to, and submits its minutes, reports and recommendations to, the Board of Governors. Clerk Arrangements: Chief Operating Officer as Clerk to the Board of Governors (or nominated deputy) shall be the Clerk to the Committee.
Annual Review:
In exercising its responsibilities and as part of overall review of Board effectiveness, the Committee will keep under review the contribution and effectiveness of individual members.
Approved by the Chair Board of Governors
Date: May 2022
Committee membership
- Roisin Patton (Chair)
- Louise Hunter
- Mark Burdon
- Helen Milford
- Alison Harkness
- Ade Adeoye