Remuneration
Committee

Membership

Carole Baume, Board Vice Chair (Ex Officio Member) & Committee Chair
Vimmi Singh (Vice-Chair) (F&I Committee rep)
Rosalyn Schofield (A&R Committee rep)

Dr Diana Walford, Board Chair (Ex Officio Member)

Committee Terms of Reference 

R: Remuneration Committee Delegations & Duties
Key purpose
R1. To establish a transparent procedure for the remuneration of the Principal & Chief Executive and the Directorate. To ensure that there are appropriate incentives to encourage enhanced performance and that rewards, are made in a fair and responsible manner, and are linked to the individual’s contributions to the success of the Regent's and the successful performance of the Regent's in general.

Delegation
R2. Approval of the remuneration of the Directorate (defined as Board Appointees but excluding the CEO), the succession planning and any special severance arrangements for the Directorate.
R3. The Committee recommends to the Board action in line with the duties below.

Duties
Appointments 
Principal & Chief Executive
R4. Review and recommend the remuneration package of the Principal & Chief Executive, in line with any remuneration policy set by the Board, having regard to:

a. Reports on performance*.

b. The individual base salaries and increases, annual bonus arrangements, performance related schemes, pension arrangements and other benefits of the Principal & Chief Executive.

c. The functional structure of the RC and any developments which have altered the breadth and complexity of the role and the remuneration trends across the organisation.

d. Market related factors, equal pay and other relevant legislation; terms and conditions set out in employment contracts and any recommendations on remuneration levels made by governance best practice.

e. The overall market positioning of the roles under consideration; the Committee should be provided with reliable, up-to-date information about remuneration in other comparable organisations both public and private.

R5. Recommend to the Board any severance arrangements in the event of any required and unplanned early termination of employment of the Principal & Chief Executive, having regard to relevant guidance and codes of practice.

R6. Ensure that there is succession planning in place for the Principal & Chief Executive and recommend any changes needed to the Board.

Directorate (not including CEO)
R7. Approve the remuneration packages for the Directorate (all Board appointments excluding the CEO) in line with any remuneration policy set by the Board, having regard to: 

a. Reports on performance, specifically the recommendation of the Principal & Chief Executive, the recommendation of the Deputy Principal regarding the Dean of Students and the recommendation of the Principal & Chief Executive and Board Chairman for the Company Secretary.

b. The individual base salaries and increases, annual bonus arrangements, performance related schemes, pension arrangements and other benefits of the Directorate.

c. The functional structure of the RC and any developments which have altered the breadth and complexity of the roles under consideration and the remuneration trends across the organisation.

d. Market related factors, equal pay and other relevant legislation; terms and conditions set out in employment contracts and any recommendations on remuneration levels made by governance best practice.

e. The overall market positioning of the roles under consideration; the Committee should be provided with reliable, up-to-date information about remuneration in other comparable organisations both public and private.

R8. Determine the terms of any special severance arrangements in the event of any required and unplanned early termination of employment of any member of the Directorate, having regard to relevant guidance and codes of practice.

R9. Ensure that the CEO has put in place succession planning in place for the Directorate.

Policies
R10. Review and recommend appropriate remuneration frameworks/policies for the Principal & Chief Executive and the Directorate.


* Each year the Board Chairman and the Chair of HR Committee will carry out an appraisal of the Principal & Chief Executive. The Principal and Chief Executive will prepare a review of the year in advance of the meeting; this will be critiqued by the Board Chairman and the Chair of HR Committee, prior to a formal minuted appraisal meeting. Agreed priorities and targets for the following year will be agreed between the parties for approval by the Board. Full documentation will be presented to the Remuneration for review. A mid-year review will also take place to ensure that sufficient progress is being made to the agreed targets for the year, together with regular 1-2-1 meetings between the Chairman and the Principal & Chief Executive. Full documentation will be sent to the Director of HR; should the Director of HR not receive this, for whatever reason, they should notify the Board so that action can be taken.