Nominations and Remuneration Committee - Terms of Reference

Membership    
Chair of Council and Pro-Chancellor, ex officio
Two independent members of Council appointed by the Council, one of whom shall be appointed Chair
An additional co-opted member may be appointed who shall be independent of the University

The appointed members shall be appointed by Council on the recommendation of the Chair of Council who shall, after appropriate consultation within the University, make proposals for membership that reflect the skills, experience and knowledge required to perform the responsibilities of the Committee. Membership of the Committee is for three years and may be renewed. Members should not ordinarily serve on the Committee for more than two terms of office and, where possible, changes in membership should be phased in to provide continuity.

Other attendees at meetings (by invitation as required)
Vice-Chancellor and Chief Executive
Provost and Deputy Vice-Chancellor
Chief Operating Officer
Executive Director of Campaigns
Executive Director of Human Resources and Organisational Development
Director of Governance (Secretary)

Quorum
Two members.

Frequency of meetings
Meetings shall normally be held at least three times each academic year.

Authority
The Committee is authorised by Council to undertake any activity within its terms of reference. The Committee is authorised by Council to obtain outside legal or other independent professional advice and to secure the attendance of non-members with relevant experience and expertise if it considers this necessary, normally in consultation with the Accountable Officer (as designated by OfS) and/or the Chair of Council. However, it may not incur direct expenditure in this respect in excess of £25,000, without the prior approval of Council

Purpose
The Nominations and Remuneration Committee advises Council and makes recommendations on the efficiency and effectiveness of corporate governance arrangements; and on the appointment of independent members of Council and its Committees; oversees the University’s Executive remuneration strategy, policy and approvals processes; and oversees matters relating to staff employment, including the Aston People Strategy.

Duties

Governance
  1. To advise Council on the efficiency and effectiveness of corporate governance arrangements, including the scheme for the delegation of Council’s authority, taking account of current best practice and national guidelines.
  2. To advise Council on proposed changes to the University’s Charter and Statutes.
  3. To undertake an annual review of the effectiveness of the Nominations and Remuneration Committee and its terms of reference.

Nominations

  1. To recommend to Council and Senate the appointment of the University Chancellor.
  2. To make recommendations to Council on the appointment and reappointment of the Chair of Council and Pro-Chancellor.(a)
  3. To making recommendations to Council on the appointment and reappointment of the Vice-Chancellor and Chief Executive (b)
  4. To make recommendations to Council on the appointment and re-appointment of all independent members of Council. The Committee will have regard to the need to provide an appropriate balance of skills and experience for the Council to fulfil its objectives and to ensure that its composition reflects the diversity of the University’s constituency and society more generally.
  5. To make recommendations to Council on the membership of all committees of Council.

Executive Remuneration Strategy (c)

  1. To ensure there is a reward strategy for the Vice-Chancellor and Chief Executive and his/her direct reports and other designated senior executives which supports the University strategy and represents value for money.
  2. With specific regard to those executives identified in 9 above, to approve any changes to reward strategy and policy affecting their base pay, bonus and incentive plans, severance plans, pension plans and other taxable benefits.
  3. To pre-approve any individual changes to items listed under 10 above and to ensure that any such changes can be justified in terms of competitive data, individual performance, the University’s ability to pay, relevant HEFCE guidelines, and internal consistency.
  4. To pre-approve recruitment, retention and severance arrangements for members of the Executive Team or, as appropriate, to ratify “after the fact” any such arrangements which the Vice-Chancellor and Chief Executive and the Pro-Chancellor and Chair of Council have agreed between meetings to avoid unreasonable delay.
  5. To ensure that the University Remuneration Policy as set out under paragraphs 24.1 to 24.8 of the University Governance and Financial Regulations is complied with.
  6. To monitor Reward Strategy and Policy University-wide to ensure an acceptable level of overall coherence within the University as a whole.
  7. To ensure that any perceived high level risks are duly incorporated into the University Risk Register.

Human Resource Strategy

  1. To oversee all matters relating to staff employment, including the Aston People Strategy, personnel related Statutes and Ordinances, organisation development initiatives, reward structures, career development structures, staff wellbeing and employee relations
  2. To monitor progress in relation to sustaining a positive working environment.
  3. To oversee the University strategy for health and safety and any significant amendment of it and have oversight of performance against the strategic plan; to consider and advise the Council of any serious incidents and/or accidents.
  4. To consider and advise the Council of any matters of particular note and/or concern in relation to equality and diversity policy and have oversight of performance in this area, including the Athena SWAN initiative.
  5. To receive reports on behalf of the Council in relation to Employment Tribunals, Appeals and Grievances in accordance with the Statutes and Ordinances.
  6. To advise the Director of Human Resources and Organisational Development on any matter falling within the committee’s remit.
  7. To monitor progress in relation to equality objectives and strategic priorities in relation to staff.
  8. To consider value for money issues in relation to staff matters and Human Resources and report on these through the Secretary to the Audit Committee.

Other Duties

  1. To consider any other matters as directed by the Council.
(a)     For any part of a meeting of the Committee at which the appointment of the Chair of Council and Pro-Chancellor is considered the Committee shall appoint a Vice-Chair who will chair that part of the meeting.
(b)    For any part of a meeting of the Committee at which the appointment and/or remuneration of the Vice-Chancellor and Chief Executive are to be discussed, the Vice-Chancellor will not be present.
(c)    Senior staff shall not be present when the Vice-Chancellor’s remuneration or their own or each other’s remuneration is being considered.

Reporting procedures
Confidential file notes of meetings of the Committee will be circulated to all members of the Committee for information. The Chair of the Committee will make regular oral reports to Council on the work of the Committee. The Committee will prepare a formal annual written report to Council at the end of each academic year summarising the activity for the year.

Distribution of Agenda and Papers for Meetings
The agenda and papers will normally be distributed to members a minimum of seven days in advance of meetings of the Committee.

Secretarial arrangements
The secretary to the Committee will normally also be responsible for servicing Council (or another appropriate independent individual).       
                     
Approved by Council on 28th November 2017 and revised by the Committee on 13th February 2019