7.1 Terms of Reference 7.2.1 Constitution The board hereby resolves to establish a committee of the board to be known as the Nominations and Remuneration Committee (the Committee). The Committee is a committee of the board and has no executive powers, other than those specifically delegated in these terms of reference. 7.2.2 Purpose 7.2.2.1 This Committee fulfils the role of the nominations committee (for executive directors) and of the remuneration committee described in the Trusts constitution and the NHS Foundation Trusts code of governance. 7.2.2.2 The Committee will have the delegated power to act on behalf of the board in making decisions upon the remuneration and terms of service for the Chief Executive and other executive directors. These decisions will cover all aspects of salary, including performance-related elements or bonuses (if applicable), the provisions of other benefits, the approval of arrangements for termination of employment and other major contractual terms. 7.2.2.3 The Committee will approve the framework within which the Chief Executive may make significant compensation payments in relation to individual employment termination arrangements. 7.2.3 Membership (Including Quorum) 7.2.3.1 The membership of the Committee comprises four non-executive directors, one of whom shall chair the Committee. One of the members will be appointed Chair of the Committee by the 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. 7.2.3.2 For any decisions relating to the appointment or removal of the executive directors, membership of the Committee should, in addition, consist of the Chair, the Chief Executive and the other non-executive directors of the Trust, as required under Schedule 7 of the National Health Service Act 2006. The Chief Executive shall not be present when the Committee is dealing with matters concerning his or her appointment or removal. 7.2.3.3 A quorum will be three members. 7.2.4 Attendance 7.2.4.1 The Chief Executive and the Director of People and Communications shall be invited to attend committee meetings, although may not be present for discussion relating to their own appointment, remuneration,
Southern Health NHS Foundation Trust: Corporate Governance Manual V1.0
terms of service or other such matters; other executive directors and
senior managers may be invited to attend a meeting by the Committee so as to assist in their deliberations. 7.2.4.2 The Executive and the Director of People and Communications shall be invited to attend committee meetings, although may not be present for discussion relating to their own appointment, remuneration, terms of service or other such matters; other executive directors and senior managers may be invited to attend a meeting by the Committee so as to assist in their deliberations. 7.2.4.3 The Company Secretary and Head of Corporate Governance shall be the secretary to the Committee and will provide administrative support and advice. The duties of the Company Secretary in this regard include, but are not limited to: Finalisation of each meetings agenda with the Chair of the Committee; Circulating a request for papers no later than 10 working days prior to the submission deadline and collating papers; Ensuring that the agenda and papers are distributed no less than one week in advance of the meeting; Ensuring that minutes of the meeting are taken, including a record of decisions taken, matters arising and that issues to be carried forward are kept in a rolling log; Ensuring that draft minutes are circulated within 10 working days of the meeting to all members; Advising the Committee as appropriate; Supporting the Chair of the Committee to conduct the annual review of the Committees effectiveness against the terms of reference. 7.2.5 Frequency Meetings shall be held at least twice per year, with additional meetings where necessary. 7.2.6 Authority 7.2.6.1 The Committee is authorised by the board to take action in respect of any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are required to co-operate with any request made by the Committee. 7.2.6.2 The Committee is authorised by the board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. 7.2.7 Duties 7.2.7.1 In relation to nominations for executive directors, the Committee is responsible for: Southern Health NHS Foundation Trust: Corporate Governance Manual V1.0 Chapter 7: Nomination & Remuneration Committee (July 2014)
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Annually reviewing the structure, size and composition (including the
skills, knowledge and experience) required on the board, and making any recommendations to the Chair with regard to any changes; Giving full consideration to and making plans for succession planning for the Chief Executive and other executive directors, taking into account the challenges and opportunities facing the Foundation Trust and the skills and expertise needed on the board in future; Identifying and nominating for appointment candidates to fill posts within its remit as and when they arise; Identifying and nominating a candidate, for approval by the council of governors, to fill the position of Chief Executive, as and when the need arises; Considering any matter relating to the continuation in office of any executive director at any time, including the suspension or termination of service of an individual as an employee of the Foundation Trust. 7.2.7.2 In relation to remuneration for Executive Directors, the Committee is responsible for: Deciding and reviewing the terms and conditions of office of the Foundation Trusts executive directors and any senior managers on locally-determined pay, in accordance with all relevant Foundation Trust policies; Receiving information on the performance of individual directors and endorsing the objectives of the executive directors and Chief Executive Officer; Adhering to all relevant laws, regulations and company policy in all respects, including, but not limited to, determining levels of remuneration that are sufficient to attract, maintain and motivate executive directors whilst ensuring value for money; Advising upon and overseeing contractual arrangements for executive directors including, but not limited to, termination payments. 7.2.7.3 In relation to other employees of the Trust, the Committee is responsible for: Approving any non-contractual payments that have to be reported to HM Treasury (via Monitor); Approving any business cases for redundancy for any staff reporting directly to the Chief Executive or another executive director, or where the value exceeds 50k, or where the business case requires reporting to HM Treasury; The structure, payment criteria and targets for any bonus or incentive scheme proposed by the executive; Approving the terms and conditions for any staff outside of nationally agreed pay frameworks; Considering and approving any payments in settlement of an employment tribunal claim. Southern Health NHS Foundation Trust: Corporate Governance Manual V1.0 Chapter 7: Nomination & Remuneration Committee (July 2014)
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Receiving regular reports regarding voluntary redundancy or mutually
agreed resignation schemes, both prior to the scheme commencing, to seek approval, and at least once yearly describing the results and implications of any schemes operating within that year. 7.2.8 Reporting 7.2.8.1 The minutes of the Committee meetings shall be formally recorded and a summary of the proceedings submitted to the board. The Chair of the Committee shall draw to the attention of the board any issues that require disclosure or executive action. 7.2.8.2 The Committee will report annually to the board of directors in respect of fulfilment of its functions as set out in these terms of reference and shall ensure that the necessary disclosures in relation to appointments and remuneration are accurately reported in the required format in the Foundation Trusts annual report. 7.2.8.3 The Foundation Trusts annual report shall include a section describing the work of the Committee in discharging its responsibilities. 7.2.9 Review 7.2.9.1 The terms of reference of the Committee shall be reviewed by the board of directors at least annually. 7.2.9.2 During this review the Committee will be assessed to ensure it has performed in accordance with these terms of reference, specifically that: The Committee has carried out the duties required; The Committee has reported to the board and other committees as required; Membership, frequency of meetings and attendance has been as stated; The Committee has been quorate each time it has met.
Southern Health NHS Foundation Trust: Corporate Governance Manual V1.0
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