Remuneration Committee

Terms of Reference and Membership 2024-25

Introduction/Purpose

The Remuneration Committee is a sub-committee of the Board of Governors with delegated authority to determine the remunerated terms of employment for the Vice Chancellor and the Senior Leadership Team.

Terms of Reference

(a) To determine the remuneration and reward packages, including but not limited to basic salary and pension arrangements and any other elements of reward as required, for the roles of Vice Chancellor and the Senior Leadership Team prior to appointment and subsequently throughout employment. Giving due consideration to a variety of components including such items as gender and other equal pay matters related to this group.

(b) Review the performance of the Vice Chancellor and the Senior Leadership Team against set objectives determined by the Chair, for the Vice Chancellor and the Vice Chancellor for the Senior Leadership Team and determine annual performance-related pay awards for these individuals. Reviews will be undertaken within a context of proportionality to the reward offered to other university colleagues.

(c) Consider proposals for severance payments to all employees earning in excess of £100,000, or where the total cost to the University of the payment, including compensatory pension fund payments, exceeds £100,000; and, where satisfied of the appropriateness, approve payments to individuals.

(d) Agree the expenses policy for the Vice Chancellor and the Senior Leadership Team; ensuring the policy is appropriate, fair and requiring expenses to be wholly associated with university business. The policy subsequently to be operationalised by the Vice Chancellor in respect of the Senior Leadership Team through the management structure and the Chair of the Board of Governors in respect of the Vice Chancellor’s expenses.

(e) Consider and keep updated on senior staff remuneration guidance issued by relevant bodies such as the Office for Students (OfS) and the Committee of University Chairs (CUC).

(f) Maintain overall awareness of the significant general issues relating to the reward offering for all university staff, such as pensions. Reporting any recommendations to the Board of Governors as appropriate.

(g) Ensure due regard, in the committees activities, to discharging the University’s equality, diversity and inclusion duties.

(h) Maintain awareness on external matters relative to remuneration and equality in the context of reward.

(i) To undertake other such duties as may be appropriate to assign to the committee by the Board.

Membership

(a) The Board of Governors shall appoint the committee Chair. The Chair of the Board may also serve on the committee as an additional independent member but shall not be Chair of the committee.

(b) The committee shall comprise a minimum of three members, whom should be members of the Board of Governors or where co-opted are independent of the institution, and represent a diversity of knowledge of sector remuneration governance.

(c) Members of the committee shall be appointed by the Board of Governors, on the recommendation of the Nominations Committee and in consultation with the Chair of the Remuneration Committee.

(d) The Vice Chancellor will not be a member of the committee or involved in the discussions of the committee related to their performance or remuneration, however they may be invited to attend part of any meeting, as and when appropriate and necessary. Invitations to attend committee meetings may also be extended to other colleagues such as the Chief People Officer or External Advisers as and when appropriate and necessary. No attendee from the University staff shall be involved in any discussions as to their own remuneration, reward or compensation.

(e) Appointments to the committee shall be for a period of up to three years extendable by no more than an additional three-year period, provided independent members continue to be members of the Board of Governors.

(f) The University Secretary (or equivalent) shall attend meetings.

Quoracy

The quorum necessary for the transaction of business shall be three members of the committee. In the absence of the Chair of the Committee one of the remaining members of the committee, with the exception of the Chair of the Board of Governors, may deputise.

Committee/Sub-Committee Workplan

The committee shall evaluate the performance, on the advice of the Chair of the Board of Governors, and any reward of the Vice Chancellor and on the advice of the Vice Chancellor the performance of and reward recommended of the Senior Leadership Team at one of these meetings annually (normally October).

Reporting Structures

(g) The Department of People, Performance and Culture will provide University data and market intelligence as required for the committee to consider. This will include an oversight of both benchmarking and fair pay.

(h) The Chair of the committee shall provide an annual remuneration report to the Board of Governors on its proceedings, decisions and any recommendations beyond its remit.

(i) In the interests of transparency the Remuneration Committee will also publish the annual remuneration report on the external University of Lincoln webpages.

Frequency of Meetings

Meetings will normally be held three times annually.

Meeting Procedures

An Officer will be provided by the Governance team. The Officer will attend meetings, take minutes (notes of key discussions, actions and decisions), and send the draft minutes to the Chair for approval normally within 5 working days. Once the Chair has approved the draft minutes, the Officer will circulate unconfirmed minutes to members approx. a week following the meeting.

The agenda and supporting papers will be sent to the committee no later than five business days before the date of the meeting.

The Officer will send a paper call out to members of the committee approx. three weeks prior to the meeting, and deadline for papers will usually be two weeks prior to the meeting.

The committee will have an action log to monitor actions effectively. Members/action owners will be expected to progress and provide status updates on their actions associated with the business of the committee (tracked via the Workplan) throughout its operation.

Officering Arrangements

A member of the Governance Team will undertake the role of Officer to this Committee.

Equality, Inclusion and Diversity Statement

It is the responsibility of all to ensure equality impact is understood and monitored and that the consequences of decisions and actions are fair and equitable.

Review of Terms of Reference

The principles and terms outlined are consistent with the Higher Education Senior Staff Remuneration code, as determined and published by the CUC, Committee of University Chairs, November 2021.

The Committee’s terms of reference will be reviewed and revised as appropriate, annually.

 

(The Remuneration Committee Terms of Reference was approved on 27 March 2025)

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