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Remuneration Committee

Terms of Reference and constitution

Constitution and membership

Lay Member of Council (Chair): Jennifer Duvalier
Chair of Council (ex officio): Baroness Rebuck
Chair, PRC (ex officio): Caragh Merrick 

Up to two additional members who may be:

  • Co-opted members appointed by Council on the recommendation of the Nominations Committee due to their expertise in areas relevant to the Committee’s work or lay members (neither staff nor students) of Council.

Judy Roberts

  • Secretary: Director of HR, or nominee 

Membership and quorum

  • The quorum for the meeting is three members, which should include the Chair of the Committee.
  • When considering the Vice-Chancellor’s remuneration, the Committee must be chaired by a non-executive member who is not the Chair of Council.
  • Co-opted members who are not members of Council will be appointed for a term of not more than three years, renewable for one further three-year term.
  • Lay members of the Council and ex-officio members’ appointments will be co-terminus with their appointment to Council or as agreed by the Nominations Committee.
  • Members will only be appointed and reappointed by Council following recommendation by the Nominations Committee.

Purpose of the Committee

The Remuneration Committee is a sub-committee of Council, and acts with delegated authority from and is therefore accountable to Council for determining fair and appropriate remuneration for the Vice-Chancellor and other senior members of College staff. The Committee will conduct its business in accordance with the Higher Education Senior Staff Remuneration Code published by the Committee of University Chairs (CUC), the requirements of charity law, and the principles of fairness, independence and transparency. The Committee is responsible for ensuring that decisions regarding senior staff pay are evidence-based, linked to the value delivered by an individual acting within a role, proportionate and necessary to support the long-term sustainability and success of the College.


The Committee will consider the remuneration of the Vice-Chancellor, the direct reports of the Vice-Chancellor, and the Director of Human Resources, or as defined in the annual accounts direction published by the Office for Students as the principal regulator for higher education institutions in England.                                                                 

Terms of Reference

  1. To agree and oversee the annual remuneration process for the Vice-Chancellor, the direct reports of the Vice-Chancellor, and the Director of Human Resources. 
  2. To review and agree the College’s policy for senior staff pay, designed to support high performance and taking account of internal and external data including: benchmarking of comparable roles in other organisations; market factors; increases in the average remuneration of other College staff; and the College’s financial position. In the context of policy, ‘senior staff’ is taken to mean all senior staff above the national 51-point pay spine.
  3. To ensure that there is a robust and consistent process for setting objectives and assessing the contribution of individuals whose pay is determined by the Committee.
  4. To review and determine senior staff remuneration for the Vice-Chancellor, the direct reports of the Vice-Chancellor, and the Director of Human Resources.
  5. To consider matters of equality, diversity and inclusion ensuring that there are no biases pertaining to the nine protected characteristics of gender, race, disability, religion and belief, age, gender reassignment, marriage and civil partnership, sexual orientation, pregnancy and maternity. Furthermore, to ensure the principal of ‘equal pay for work of equal value’.
  6. To ensure that there is a clear and justifiable rationale for the retention of any income generated by an individual from external bodies in a personal capacity.
  7. To agree any severance package for staff within the Committee’s scope, ensuring accordance with relevant provisions of the contract of employment and to document the reasons for any payments made.
  8. To provide Council with an annual report, in accordance with the CUC Remuneration Code.

Frequency of meetings: The Remuneration Committee shall meet at least once per annum or as required.

Last agreed: 1 October 2019