Committee Membership & Terms of Reference
Reports To: Board of Governors
|Chairman - Mr R. Hill
Chairman of Finance Committee - Mr G. Morris OBE
Chairman of Employment Committee - Mr P. Holme
In Attendance (where appropriate):
Vice-Chancellor & Chief Executive
University Secretary & Deputy Chief Executive
Secretary: Clerk to the Board
Quoracy: Two external members
Frequency of meetings: One meeting per academic year
The Committee is authorised by the Board of Governors to investigate any activity within its terms of reference. The Committee is also authorised by the Board of Governors to obtain outside legal or other independent professional advice and to secure the attendance of non-members with relevant experience and expertise it considers necessary, normally in consultation with the Vice Chancellor & Chief Executive and the Chair of the Board of Governors.
Terms of Reference:
Vice Chancellor & Chief Executive
1. To determine on behalf of the Board of Governors all matters relating to the initial salary and subsequent reviews, benefits in kind, pension provisions, and terms and conditions relating to the employment of the Vice Chancellor & Chief Executive
2. To determine for the approval of Board of Governors the recruitment process to the office of Vice Chancellor & Chief Executive when required.
Holders of Senior Posts & Clerk to the Board (as defined in the extant Scheme of Delegation)
3. To determine on behalf of the Board of Governors all matters relating to the salary, benefits in kind, pension provisions, and terms and conditions relating to the employment of Holders of Senior Posts and Clerk to the Board and to report on such matters to the same.
Monitoring & Benchmarking
4. In the determination of matters at (1) and (2) above the committee will take into account the following factors:-
- The level and range of responsibilities and the performance of the Vice Chancellor & Chief Executive and Holders of Senior Posts assessed through an agreed appraisal system (that element of the Clerk to the Board’s duties that pertain directly to the Board being appraised by the Board).
- Benchmarking against appropriate and comparable posts/postholders.
- General salary increases within the University and the University sector.
5. The Committee shall advise the Board of Governors on any compensation (including the augmentation of pension benefits) which may be payable in the case of termination of employment of the Vice Chancellor & Chief Executive or Holders of Senior Posts.
6. To keep under review, the risks associated with those matters considered the responsibility of the Committee.
7. Notice of Committee meetings will be left or sent to the usual place of residence of each member or to any other address a member may specify.
8. At least five clear days’ notice shall be given prior to each meeting.
9. For urgent notification of a meeting, the minimum period of notice shall be one working day.
10. The notice of the meeting should specify the time, place of the meeting and the items of business to be transacted.
11. The inadvertent non-delivery of the notice of the meeting shall not affect the validity of the meeting.
12. Documents and reports to be considered at the meeting shall normally be circulated with the agenda.
13. The Committee may request other staff or external advisors to attend from time to time as required.
14. Members shall not be entitled to appoint proxies to attend or vote instead of them at meetings.
15. If any Committee member has any pecuniary, family or other personal interest, direct or indirect, in any contract or proposed contract or other matter and is present at the meeting at which the proposed contract or other matter is the subject of consideration, then the member, as soon as practicable, shall disclose that fact and shall not take part in the consideration or discussion of or vote on any question with respect to the contract or other matter. The member, if requested by the Chair/Chairman, shall withdraw from the meeting.
16. The Chair/Chairman may require the Vice Chancellor & Chief Executive, or the Pro Vice-Chancellor to withdraw from the meeting.
17. The Chair/Chairman shall be empowered, following consultation, to deal with matters of urgency arising outside of Committee meetings where it is not deemed advisable to await until the next scheduled meeting. Any matters of urgency dealt with under such action shall be reported to the next meeting of the Committee.
18. The minutes of Committee meetings shall be kept by the University Secretary in a book (as defined by the Articles of Government), provided for the purpose.
19. The minutes shall be available for inspection by any Committee member at any time.
20. The minutes shall be signed at the next meeting of the Committee by the Chair/Chairman of the meeting.
Amendments and Revocation of Terms of Reference
21. These Terms of Reference may only be amended or revoked by decision of the Board.
22. The Terms of Reference are reviewed on an annual basis and as part of the 4-yearly Governance Effectiveness Review, or more frequently in the light of experience or changes in governance practice.