ULSTER UNIVERSITY Paper No: GNRC/17/03

ULSTER UNIVERSITY Paper No: GNRC/17/03

GOVERNANCE, NOMINATION AND

REMUNERATION COMMITTEEAgenda Item No: 5

5 October 2017

TERMS OF REFERENCE AND MEMBERSHIP

Action required of GNRC

• to agree the Terms of Reference and Membership.

Committee of Council

2017-2018

Governance, Nomination & Remuneration Committee

Terms of Reference

To be responsible to the Council for:
Remuneration
1Approve the University Remuneration Strategy for all staff.
2Approve procedures for performance related pay for senior staff.
3Oversee the University’s policy on the remuneration of the Vice-Chancellor and President and other senior staff and make recommendations to Council.
4Agree and make recommendations to Council on the annual staff pay award and its distribution relative to performance ratings.
Nomination
5Carry out regular skills, experience and diversity audits of Council, identifying the skills, experience, characteristics and backgrounds that are needed to provide effective governance and report the findings of such audits.
6Lead the University’s recruitment and selection process for new Council members and Chairs, establishing appropriate selection criteria, person specifications and an information pack for prospective Council members and recommending suitable candidates. In doing so, the Committee should proactively promote diversity on Council.
7Oversee the induction, support, training and development of Council members.
Governance
8Monitor compliance with the Higher Education Code of Governance and make recommendations to Council on governance issues including the establishment of appropriate policies and practices to enable Council to operate effectively and efficiently and prepare an annual corporate governance statement.
9 Agree a scheme of delegation and a process of due diligence that defines major risk and allocates responsibility for decisions.
10Keep membership of Committees under review, agreeing appropriate changes to Committee membership and notifying the Council of changes in the chairmanship or membership of individual Committees for formal ratification at least annually.
11Oversee the annual evaluation of the performance of Council (including a review of individual members, as required) and its Committees and review with Council the results of these assessments, recommending actions for addressing any findings and overseeing the implementation of any resulting action plan for the development of members.
12Recommend to Council the arrangements for the four yearly external review of the effectiveness of Council and its committees.
13Monitor developing trends, initiatives or proposals in relation to governance issues in the UK and elsewhere in order to determine the extent to which such initiatives impact the University and make recommendations to Council on any changes to be implemented.
Reporting
14To provide a report on the work of the Committee to each meeting of the University Council in a format to be determined by the Council.

In reaching decisions the Committee will have due regard to their impact on, and implications for, the University’s commitment to ensuring equality of opportunity and good relations as outlined in its Equality Scheme, and associated policies, and where possible and practicable the Committee will ensure that its actions are proactive in this respect.

Governance, Nomination and Remuneration

2017-18

Composition / Membership
Ex-Officio
Chairman of Council
Vice-Chancellor / Mr J Hunter (Chair)
Professor P Nixon
Members appointed by the Council / Mr D Clements
Ms K Erwin
Ms G Keegan
Mr A Langan
Mr D Licence
Dr J Stuart
Secretariat / Office of the University Secretary