Context

The Remuneration Committee (ExCo) is a committee of the Northeastern London Board of Governors (Northeastern London Board).

Membership

The Chair (Chair of Northeastern London Board) and members of the Committee shall be appointed by the Board. The Committee shall be made up of at least three members, excluding any executive Governors.

When considering the Head of the Institution, the Remuneration Committee must be chaired by a senior independent governor who is not Chair of the Board. Committee of Universities Chairs, The Higher Education Code of Governance.

Only members of the Committee have the right to attend Committee meetings. However, other individuals such as external advisers may be invited to attend for all or part of any meeting as and when appropriate but shall not be members.

Unless the Board resolves otherwise, appointments to the Committee shall be for the term of the Governor’s appointment to Northeastern London Board.

In the absence of the Committee Chair and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting. 

Quorum

The quorum necessary for the transaction of business shall be two members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

Frequency

The Committee shall meet at least once a year.

Duties

In this document, ‘Senior Managers’ means the members of the University’s Executive Committee employed by the University and any Group employee whose basic salary or on-target earnings exceeds £100,000 (or the foreign currency equivalent), other individuals where the effect may be to limit the discretion of the Committee in determining terms for any other Senior Manager, and such other employees as the Board designates.

The Committee shall:

1. Determine and agree with the Board the framework or broad policy for the remuneration of Senior Managers. No Governor or manager shall be present for discussions or decisions that directly affect them.
2. In determining such policy, take into account all factors which it deems necessary. The objective of such policy shall be to ensure that Senior Managers are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company.
3. Review the ongoing appropriateness and relevance of the compensation policy.
4. Approve the design of, and determine targets for, any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes.
5. Determine the policy for, and scope of, pension arrangements for each Senior Manager and Group employee.
6. Ensure that contractual terms on termination, and any payments made, are fair to the individual and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised.
7. Within the terms of the agreed policy and in consultation with the Chair, determine the total individual compensation package of each Senior Manager and conditions of employment.
8. Review and note annually the compensation trends across the Company.
9. Oversee any major changes in employee benefits structures throughout the Company.
10. Agree the policy for authorising claims for expenses from members of the Executive Committee.
11. Be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any compensation consultants who advise the Committee.
12. Where appropriate, obtain reliable, up-to-date information about compensation in other Higher Education Providers.
13. Consider other matters referred to the Committee by the Board regarding the remuneration or terms of employment of each Senior Manager.

Reporting Responsibilities

The Committee Chair shall report formally to Northeastern London Board on its proceedings after each meeting on all matters within its duties and responsibilities.

The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed. If required to do so by law or accounting standards, the Committee shall produce an annual report of the Company’s compensation policy and practices which will form part of the Company’s Annual Report.

Other

The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

Authority

The Committee is authorised by Northeastern London Board to seek any information it requires from any employee of the Company in order to perform its duties.

In connection with its duties the Committee is authorised by the Board to obtain, at the Company’s reasonable expense, any outside legal or other professional advice, including the advice of independent compensation consultants, to secure the attendance of external advisers at its meetings if it considers this necessary and to obtain reliable and up to date information about compensation in other companies.

The Committee shall have full authority to commission, at the Company’s reasonable expense, any reports or surveys which it deems necessary to help fulfil its obligations.