Remuneration Committee - Terms of Reference

Remuneration Committee follows the guidance as set out in the CUC Higher Education Senior Staff Remuneration Code (November 2021).

Membership

• The Chair of the Governing Council
• The Vice‐Chair of the Governing Council who will Chair the Committee
• The Chair of Performance, People and Resources Committee
• The Chair of Audit and Risk Committee
• The Chair of Skills Committee
• The Chair of the Student Voice Committee
• President Union of Students
• Staff Representative, Governing Council

In Attendance  

• Chief People Officer (who is also the University Secretary)
• The Vice‐Chancellor
• Governance Services Officer (who will take the minutes)

Special notes

• The Vice‐Chancellor (VC) is not a member of the Remuneration Committee. The VC is invited as an attendee and withdraws when their remuneration is under discussion
• The Chief People Officer withdraws when their remuneration is under discussion.

Quorum

Four independent governor members present.

Meetings

Normally a minimum of three meetings each year.

Delegated Powers

The Governing Council has delegated to Remuneration Committee the responsibility for determining the salaries, benefits and other terms and conditions of service (and where appropriate ‐ severance payments) for Senior Postholders.

Duties

The Committee is responsible for ensuring that decisions on remuneration and severance for Senior Postholders (Level A staff) are fair, evidence-based, transparent, and aligned with the University’s strategic objectives, values, and regulatory obligations.

Specifically, the Committee shall:

1. Have responsibility for setting the remuneration policy in respect of Senior Postholders of the University, including pension rights and severance arrangements and ensure its ongoing review and appropriateness. In setting the policy, the Committee is guided by the Committee of University Chairs (CUC) HE Senior Staff Remuneration Code, regulatory frameworks, and considers the broader remuneration landscape within and external to the university. The current policy can be viewed here.
2. Within the terms of the agreed remuneration policy, determine the total individual remuneration package of each Senior Postholder including any bonuses and incentive payments.
3. Have oversight of all staff with a base salary of more than £100,000, including approval of any proposed severance packages relating to these roles.
4. Be responsible for ensuring they have sufficient information and expert advice and, if deemed necessary, be responsible for appointing any consultants needed to advise on Senior Postholder remuneration.
5. Have a responsibility to ensure that contracts agreed with Senior Postholders are fair, reasonable and justifiable and do not expose the institution to significant potential liabilities, for example by having excessive notice periods.
6. Obtain reliable, up‐to‐date information about remuneration in other institutions of comparable scale and complexity or other relevant, comparable organisations or sectors.
7. Approve the design of, and determine targets for, any performance‐related pay schemes operated by the University in respect of Senior Postholders within the remit of Remuneration Committee, and approve the total annual payments made under such schemes.
8. Consider and approve any changes to the appraisal scheme as it applies to Senior Postholders.
9. Ensure that any severance arrangements, including any payments made, are fair to the individual, and the University, that failure is not rewarded and that the duty to mitigate loss is fully recognised.
10. Agree the policy for authorising claims for expenses in respect of Senior Postholders. Have an oversight of aggregate amounts of expenses claimed (by Senior Postholders). 
11. Consider any external income of the University Executive Board and University Leadership Group to maintain oversight and guide policy in this area.

Reporting responsibilities

1. The Committee Chair is required to report to Governing Council the outcomes of its deliberations after each meeting on all matters within its duties and responsibilities.
2. The Committee shall make whatever recommendations to Governing Council it deems appropriate on any area within its remit where action or improvement is needed.
3. The Committee must produce an annual remuneration report to Governing Council. The report will comply with the principles of the CUC Higher Education Senior Staff Remuneration Code and will provide sufficient assurance that the Committee has effectively discharged its responsibilities. In line with the Code, the Committee will publish a readily accessible annual statement, based on its annual report to the Governing Council.

Other matters

The Committee shall:

1. Have access to sufficient resources to carry out its duties, including access to the Chief People Officer and the Clerk to the Governing Council for assistance as required.
2. Arrange for periodic reviews of its own performance and, at least annually, review its terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to Governing Council for approval.

Considered by Remuneration Committee: July 2025

Approved by Governing Council: September 2025