Re
emunera
ation and
d Appoin
ntments Committ
C
tee
Terms
s of Refe
erence
1.
A
Authority
1.1.
Th
he Remun
neration and
a
Appo
ointments Committee (the R
R&A Committee) iss
co
onstituted as
a a stand
ding comm
mittee of the
e Trust Bo
oard. The C
Committee
e is a Non
n
Exxecutive Committee
C
and has n
no executiv
ve powers
s, other thaan those specifically
s
y
de
elegated in
n these Te
erms of R eference. The Term
ms of Refference ca
an only be
e
am
mended with the approval of the
e Trust Board.
1.2.
Th
he Committtee is auth
horised by the Trust Board
B
to in
nvestigate aany activity
y within itss
terrms of refe
erence. Itt is authorrised to se
eek any infformation it requires
s from anyy
me
ember of staff and all memb
bers of sta
aff are dire
ected to cco-operate
e with anyy
request mad
de by the Committee.
C
.
1.3.
Th
he Committtee is autthorised byy the Trus
st Board to
o obtain ouutside lega
al or otherr
ind
dependentt professio
onal advice
e and to secure
s
the attendancce of outs
siders with
h
relevant exp
periences and
a expertiise if it con
nsiders this
s necessary
ry.
2.
Purpose off the Comm
mittee
2.1
The Committee is responsible for determ
mining the policy onn Executive Directorr
re
emuneratio
on, approv
ving contra
acts of em
mployment for Execuutives and
d agreeing
g
arrrangemen
nts for term
mination of contracts, including severancee payments
s.
2.2
Executive Directors
D
sh
hall include
e all Directors accoun
ntable to thhe Chief Ex
xecutive.
2.3
3.
The R&A Committee
C
is also ressponsible for
f approving severaance paym
ments to alll
sttaff made on
o the term
mination off employme
ent with the
e Trust.
Me
embership
p
3.1
4.
Full membe
ership of the
t
Comm
mittee is lim
mited to th
he Chairmaan and vo
oting Non-D
off the Trust . The Chairman of th
he Committtee shall be
b elected
exxecutive Directors
byy the Committee.
Atttendance and Quorum
4.1
The quorum
m for any meeting
m
of the Comm
mittee shall be attenddance of a minimum
m
off three mem
mbers, one
e of whom should be
e the Comm
mittee Chaairman.
4.2
It is expecte
ed that all members will attend
d at least three quarrters of alll meetingss
er financia
al year. An
n attendan
nce record
d will be held
h
for eaach meetin
ng and an
n
pe
an
nnual regisster of attendance wiill be publis
shed.
Remuneratiion and Appo
ointments Co
ommittee Te rms of Referrence
Page 1 of 3
Oxford University Hospitals
4.3
The Chief Executive should normally be in attendance except when issues
regarding their own remuneration are discussed.
4.4
The Chair may request attendance by relevant staff at any meeting.
5.
Frequency of meetings
5.1.
Meetings of the R&A Committee shall be held as necessary but not less than twice
a year and at such other times as the Chairman of the Committee shall require.
6.
Specific Duties
6.1
The Committee shall:

Have delegated authority to determine the policy and management of Executive
Director remuneration, including base pay, variable pay contingent on performance,
contracts and terms of service, termination arrangements and pensions, ensuring
they are fairly rewarded for their individual contribution to the organisation – having
proper regard to the organisation’s circumstances and performance, and to the
provisions of any national agreements where appropriate.

Determine remuneration for Executive Directors, review and agree:
o overall market positioning of the remuneration package;
o individual base salaries and increases;
o relevant targets for performance related schemes.

Ensure that the right performance management arrangements are in place for
Executive Directors and work with the Chief Executive to relate performance
judgements to pay.

Approve the contract of employment for each Executive Director, including
termination arrangements.

Scrutinise and agree severance terms for the termination of a contract of
employment giving due regard to Treasury requirements and ensuring compliance
with the NHS Trust Development Authority (TDA) guidance for NHS Trusts on
processes for making severance payments.

In determining remuneration policy and packages for Executive Directors, the
Committee shall have regard to the Trust’s overarching reward and benefit strategy
for all staff, the arrangements in the wider NHS and any extant guidance from the
TDA and HM Treasury.

The Committee shall undertake any other duties as directed by the Board.
7.
Sub-Committees
7.1
The R&A Committee has no established sub-committees.
Remuneration and Appointments Committee Terms of Reference
Page 2 of 3
Oxford University Hospitals
8.
Administrative Support
8.1
The Committee will be supported by the Director of Organisational Development
and Workforce, in attendance for all meetings except when issues regarding their
own salary are discussed. The administrative support in this respect will include:

Agreement of the agenda with the Committee Chair, collation and distribution of
papers at least five working days before each meeting.

Taking the minutes and keeping a record of matters arising and issues to be
carried forward.

Providing support to the Chair and members as required.
9.
Accountability and Reporting arrangements
9.1
The Committee shall be directly accountable to the Trust Board.
9.2
The minutes of all meetings shall be formally recorded and an annual report will be
provided to the Trust Board by the Chairman of the Committee.
10.
Monitoring Effectiveness and Compliance with Terms of Reference
10.1
The Committee will carry out an annual review of its effectiveness and provide an
annual report to the Board on its work in discharging its responsibilities, delivering
its objectives and complying with its terms of reference, specifically commenting on
relevant aspects of the Board Assurance Framework and relevant regulatory
frameworks.
11.
Review of Terms of Reference
11.1
The Terms of Reference of the committee shall be reviewed at least annually by the
Committee and approved by the Trust Board.
Date approved:
Approved by:
Next review date:
July 2015
Trust Board
July 2016
Remuneration and Appointments Committee Terms of Reference
Page 3 of 3