Governance, Search and Remuneration Committee
Terms of Service
1. The Committee shall comprise the Chairs of the Corporation Committees, the Chair of the Corporation and the Vice-Chair of the Corporation.
2. The Chair and Vice-Chair of the Committee shall be the Chair and Vice-Chair of the Corporation respectively.
3. The Principal shall not be a member of the Committee but shall be in attendance as shall other College officers as required by the Chair or the members.
4. Any Staff governor or Student governor shall not be appointed to the Governance, Search and Remuneration committee.
5. In the absence of the Chair and the Vice-Chair, the members attending the meeting shall select one of their number to ‘Chair’ that meeting.
6. The Clerk to the Corporation shall act as Clerk to the committee.
Frequency of Meetings and Quorum
7. The Committee shall meet at least three times per year.
8. The quorum for meetings of the Committee shall be three Corporation members. Where the number of members assembled for a meeting of the Committee does not constitute a quorum the meeting shall not be held. Where in the course of a meeting of the Committee the number of members present ceases to constitute a quorum the meeting shall be terminated forthwith.
Terms of Reference
1. To keep under review the functioning of the Corporation and the contribution of its members.
2. To keep under review the role of committees of the Corporation and their terms of reference.
3. To develop and recommend to the Board policies and procedures for the process of governance in accordance with the Instrument and Articles of Governance and other external direction as may be required.
4. To advise the Corporation on matters relating to assessment of itself, with particular reference to the governance element of the College Self-Assessment Report and to monitor any action plan designed to address the Board’s identified weaknesses.
5. To keep under review the arrangements for communications between the College and its internal and external stakeholders.
6. To monitor the implementation of the College’s Marketing Strategy.
7. To consider and make recommendations to the Corporation on the composition and balance of the Corporation and its committees.
8. To advise the Corporation on the appointment of members of the Corporation other than the Principal/Chief Executive, and such other matters relating to membership and appointments as the Corporation shall remit to it having regard at all times to the provisions of the instrument of government and the policy of the Corporation.
9. To gather nominations in respect of vacancies on the Corporation and to determine and apply the processes whereby such nominations are screened and shortlisted.
10. To develop and maintain a file of potential candidates and, when appropriate, to place an open advertisement in the local media for persons who might be interested in being added to the list.
11. When appropriate, to initiate searches for potential candidates through consultation with local authorities, local bodies and employers.
12. To undertake a regular skills audit in order to test the range of skills and experience on the Board of the Corporation and to use the skills audit to inform decisions about Board and Committee membership.
13. To interview independent candidates for vacancies on the Corporation. The Chair of the Committee, in conjunction with the Clerk, is given authority to co-opt any Corporation member to assist in the interview process. Two members of the Corporation are required to sit on an interview panel for new members.
14. Following appraisal by the Chair and Vice-Chair of the Corporation, to agree and recommend to the Corporation Board the Objectives for the Principal, Senior Post holders and the Clerk to the Corporation.
15. To consider and recommend to the Corporation Board a report on the achievement of the Objectives for the Principal, Senior Post holders and the Clerk.
16. Having regard to the Policy Statement below, to recommend to the Corporation Board the remuneration and other terms and conditions of employment of the Principal, Senior Post holders and the Clerk to the Corporation.
17. To receive and consider suggested modifications to the staffing structure in relation to Senior Post holders.
18. Subject to the provisions of the Articles of Government, to recommend to the Corporation Board redundancy, premature retirement proposals and any other severance proposals for senior post holders.
19. To receive the objectives set by the Principal and the Deputy Principal for the senior management posts that report to them.
Remuneration for the Principal and Chief Executive, senior post holders and the Clerk to the Corporation.
The salary for the Principal, other senior post holders and the Clerk to the Corporation should take account of both sector benchmarking information and the internal context within which the post is situated, including pay differentials between the post and other staff grades.
The Governance, Search and Remuneration Committee will review the Principal’s, other senior post holders’ and the Clerk’s salaries each year prior to the new academic year. Subject to satisfactory performance, an annual salary increase will be awarded to the Principal, other senior post holders and the Clerk. The salary award will be the same as the agreed College pay award for teaching and support staff. The Governance, Search and Remuneration Committee will make recommendations on salary levels and benefits to the Corporation Board for approval and implementation based on the following factors:
• Satisfactory performance by the Principal, other senior post holders and the Clerk to the Corporation.
• Periodic reviews to ensure that salary levels are still set at an appropriate level in relation to the remainder of the sector.
• The context of the financial position of the College.
Approved by the Corporation July 2017