Agenda item

Committee terms of reference


The Committee considered, discussed and made recommendations on the terms of reference of the Committee.


Arising from debate on this and other relevant associated matters, it was




(a) the letter received from the Office for Students confirming the School’s registration be drawn to the attention of the Board at its meeting on 13 May along with a brief summary of HEFCE / OfS differences;


(b) the Town Clerk investigates a revised date for the November 2019 meeting of the Committee; and


(c) the Board be asked to consider and approve the following amendments (additions black in italics) to the Committee’s terms of reference –


Remunerations and Nominations Committee terms of reference


The Remuneration & Nominations Committee provides advice to the Board of Governors. The Committee combines two distinct roles for which there are separate expectations within the CUC HE Code of Governance. Therefore, wherever possible, the agenda will define the two distinct areas of business. It is recognised that all matters relating to the employment of staff fall within the purview of the City of London’s Establishment Committee.




Chair of the Committee: a senior co-opted governor who is not the Chair of the Board

(CUC HE Code of Governance refers)

Other members:


·         The Chairman of the Board of Governors of the Guildhall School of Music & Drama (a requirement of the CUC HE Code)

·         The Deputy Chairman of the Board of Governors of the Guildhall School of Music & Drama

·         At least two non-Common Council Governors

·         At least one other Common Council Governor

·         An elected staff member of the Board

·         One senior member of the Academic Staff (not a Vice-Principal)

·         May include up to two other co-opted members (who are not necessarily members of the governing body)


[Note a Remuneration Committee should have a majority of independent members; in this instance this means independent of the School but not necessarily independent of the City of London.]


In attendance:


·         The Principal of the Guildhall School of Music & Drama (except when the Committee discusses his or her remuneration)

·         VP for Advancement (except when the Committee discusses his or her remuneration)

·         One senior member of the Academic Staff (not a Vice-Principal) (on nominations matters)

·         Head of HR

·         Secretary & Dean of Students


Quorum: of any five three Committee Members (including one co-opted member).


All Members are entitled to vote.




·         To keep and review a skills register for the Board of Governors and its subcommittees

·         To reflect upon the composition of the Board and its subcommittees and take steps to ensure that the Board and its committees promote best practice in equality, diversity and inclusion reflect societal norms and values (CUC Code refers)

·         To seek out and recommend the appointment of new co-opted membersto the Board of Governors and its subcommittees. The Committee will consider advertising vacancies in order to increase the pool of talent available. (CUC Code and Instrument of Government refer)

·         Satisfy itself that plans are in place for an orderly succession of the Board’s membership

·         To consider and recommend any application(s) for nominations for Fellowships and/or Honorary Fellowships.


[Note: The issue of inclusion of members of the local community (the School’s instrument of Government refers) is addressed via the elected Common Council members. I propose that this requirement is therefore removed from the Instrument at the next revision of the Instrument & Articles.]




·         To take note of staff remuneration, the pay structure and benchmark the School against the rest of the higher education sector generally and the UK Conservatoire sector specifically

·         To consider all characteristics protected under the Equality Act 2010 and to flag any significant discrepancies within the School’s staffing composition

·         To satisfy itself with the procedures in place at the School to allow staff to make representations about their pay

·         To satisfy itself that any ad hoc or personalised payments, including severance payments, that might distort the basic remuneration structure are made according to transparent and justifiable rules and adhere to best practice

·         To benchmark the salary of the Principal and Vice-Principals (the senior post holders) against a defined list of sector comparators and offer comment to the City of London on the outcome of the benchmarking

·         To make recommendations to the Board of Governors and the Establishment Committee in respect of overall staffing pay structure, having regard to equal opportunities

·         To produce an annual report to the Board of Governors that provides assurance that the committee has collectively discharged its responsibilities and produce a public annual statement (see note).


Note on annual report:

The report should cover senior staff remuneration (Principal and Vice-Principals) and include, amongst other things, the approach to remuneration and type of factors used in considering reward proposals such as performance against strategic objectives, reference to job evaluation schemes etc, and the current value for the university of the pay multiple of the Principal’s earning against the median of all staff and how this indicator has changed over an extended period of time (Remuneration Code and “Possible outline structure for a Remuneration Annual Report” refer).


It is recommended that the annual report and the annual statement are one and the same but modifications may be necessary to preserve commercial confidentiality (Remuneration Code refers). Whilst the full report to the Board may be private it should not be withheld from any member of the Board of Governors (CUC HE Code of Governance refers).







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