1. Authority

 

The Board has established a committee to be known as the Non-Executive Director Remuneration Committee to assist it in fulfilling its oversight responsibilities for the remuneration, expenses, gifts and hospitality of the Non-Executive Directors. The Committee has the delegated authority of the Board in respect of the functions and powers set out in these terms of reference and is authorised by the Board to obtain, at the Society’s expense, outside legal or other professional advice on any matters within its terms of reference.

 

 

2. Purpose

 

The role of the Committee is to:

• Make recommendations to the Board concerning the remuneration of Non-Executive Directors.
• Provide oversight of the arrangements relating to the expenses, gifts and hospitality of the Non-Executive Directors.

 

3. Meetings and membership

 

Chair

 

The Committee will be chaired by the Chief Executive. 

 

Membership

 

The Committee will comprise the Chief Executive Officer, the Chair of the Board, the Chief Financial Officer and the Chief People Officer. The Committee may operate with a vacancy. Members of the Committee shall be appointed by the Board, on the recommendation of the Nominations & Governance Committee.

 

Attendance

 

Any employee of the Society may be asked to attend meetings as required.

 

Frequency      

 

The Committee will meet once a year as a minimum and otherwise as required. The Chair of the Committee may convene meetings of the Committee at any time to consider any matters falling within these terms of reference.

 

Quorum

 

Meetings of the Committee will be quorate if at least two members are present. If the Chair of the Committee is absent the remaining members shall elect one of their number to chair the meeting. 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.

 

Secretary

 

The Society Secretary or their nominee will be secretary to the Committee.

 

Meeting

 

The Secretary shall draft the agenda for each meeting and provide this to the Chair of the Committee for approval in advance of the meeting. The Secretary shall collate and circulate the papers to members and attendees at least six calendar days prior to the meeting. 

 

Minutes

 

Formal minutes of the meetings of the Committee will be taken and circulated to members. A summary of each meeting will be made available to the Board of Directors in the month following the meeting. The Committee Chair will be available at the Society’s AGM to answer questions from members falling within the Committee’s remit. 

 

 

4. Duties

 

The Committee shall have the following responsibilities:

 

4.1 Remuneration of Non-Executive Directors

 

4.1.1 To review the fees paid to the Deputy Chair and Non-Executive Directors within the terms of the Rules.
4.1.2 To make recommendations to and seek approval from the Board for any changes to such fees.

 

4.2 Non-Executive Director Expenses Policy

 

4.2.1 To review the Non-Executive Director Expenses Policy and recommend any changes to the Board.

 

4.3 Gifts and hospitality 

 

4.3.1 To review the Non-Executive Director gifts and hospitality reports.

 

4.4 Reporting and disclosures

 

4.4.1 The Committee shall compile a report detailing how it discharged its responsibilities for inclusion in the Society’s Annual Report & Accounts, including a description of the significant issues dealt with by the Committee and other matters required to be disclosed under the Corporate Code.

 

4.5 Performance review

 

4.5.1 To arrange annual assessments of Committee effectiveness and report the output of this activity to the Board.
4.5.2 To review periodically these terms of reference and recommend any changes to the Board for approval.

 

These terms of reference were approved by the Committee at its meeting on 29 March 2022 and by the Board at its meeting on 27 April 2022.