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Remuneration and Nominations Committee

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The Remuneration and Nominations Committee deals with all SFC Human Resources related activities, and has oversight of the appointment of external committee members.

Membership and Meetings

Committee Membership

SFC Board Members

Committee Clerk

Rachel Jurance
Email: rjurance@sfc.ac.uk

Next Meeting Dates

  • 4 December 2024
  • 25 February 2025
  • 13 May 2025
  • 16 September 2025
  • 16 December 2025

Standing Orders

Legislation and Background

  1. The Further and Higher Education (Scotland) Act 2005 established the Scottish Further and Higher Education Funding Council. Schedule 1 of the Act makes provision for certain administrative and other matters with respect to the Board, including the establishment of committees.
  2. Schedule 1 states that:
  • The Board may establish committees for any purposes relating to its functions [section 13].
  • The Board is to determine the composition of its committees, the terms and conditions of committee membership, and the procedure (including any quorum) of its committees [section 14(1)].
  • Any of the committees of the Board may include persons who are not members of the Council [section 14(2)].
  • The Board is to pay to the members of its committees (whether or not they are also members of the Council) such allowances as the Scottish Ministers may determine [section 14(3)].
  • The Board is to keep under review the structure of its committees and the scope of the activities of each [section 14(4)].
  1. Schedule 1 also states that the Board may authorise any of its committees to exercise such of its functions to such extent as it may determine [section 15(1)].   Delegated authority for each committee is contained in the remit for each committee as agreed by the Board.
  2. At its meeting on 3 October 2005, the Board agreed to establish a Remuneration Committee. The Board approved the original remit at its meeting on 10 November 2005. The remit of the Committee is reviewed on an annual basis.

Remit of the Remuneration and Nominations Committee

  1. The Committee shall make decisions (as set out in the Scheme of Delegation) in the following:

People Strategy

  1. Provide oversight on the development and implementation of the SFC People Strategy, including:
  • Organisational development & employee engagement.
  • Resourcing & key/critical capabilities.
  • Leadership and Management Development.
  • Talent & Succession Planning.
  1. Provide oversight on any major change management programmes/projects including the SFC internal Transformation Programme.
  2. Develop ambitious KPIs/metrics to monitor progress of the People Strategy as a key driver for change.
  3. Provide oversight of HR Policy, ensuring the development of a working environment, which actively promotes:
  • Health & Well-being.
  • Flexible & Agile Working, enabling positive work-life balance.
  • Diversity & Inclusion.
  1. Ensure positive engagement of the SFC workforce through effective internal communications, supporting the SFC values.

Reward

  1. Within the scope of the relevant Pay Policy issued by the Scottish Government, which includes the necessary Scottish Government approvals:
  • Determine and approve the broad framework for the remuneration of the CEO (normally prior to appointment).
  • Determine and approve the remuneration of the CEO, including performance related elements where appropriate.
  • In consultation with the CEO, determine the framework of remuneration for Directors.  This includes the pay range for the Director grade and the level of pay/progression to be offered to those at Director level. The level of salary on appointment for individuals within that framework will be set in accordance with the SFC’s Salary Determination Procedure.
  • Recommend to the Scottish Government the annual fee increase to be applied to the Chair and Board members.
  1. Advise the Chair of the Board on the process for the recruitment and selection of the CEO, and participate in the process as appropriate.
  2. Advise on proposed changes to staff pay (including non-pay related terms and conditions), in relation to any implications for the remuneration (including non-pay related terms and conditions) of Directors.

HR Matters

  1. Provide guidance and support, as required, to the CEO in relation to the selection and appointment of Directors. For example, this may include the design of the role as well as the composition of the selection panel and any other relevant aspects of the recruitment process.
  2. Assist with appeal hearings as per HR polices.

Nominations

  1. Make recommendations to the Board following advice from the relevant Committee Chair on the appointment or reappointment of independent members with suitable expertise, to the Research and Knowledge Exchange Committee (RKEC) and the Skills, Enhancement, Access and Learning (SEAL) Committee and Capital Committee, as relevant to the standing orders for those committees. In doing so it will have regard to:
  • The balance of skills, experience, knowledge and interests of members.
  • Equalities issues in the membership composition.
  • Agree and keep under review the person specifications, advertisements for vacancies and other recruitment practices for independent members of these committees.
  1. In addition, The Remuneration and Nominations Committee shall have regard to any guidance issued by Scottish Ministers as to the composition of the SEAL and RKEC committees pursuant to section 11(4)(b) of Schedule 1 to the 2005 Act.

Membership of the Remuneration and Nominations Committee

  1. As set out in the Further and Higher Education (Scotland) 2005 Act, membership of the committee will be determined by the Board.
  2. Board Committees must have Board representation. The Chair, who will be determined by the Board, will be a Board member but not the Chair of the Board.
  3. The Chief Executive, although a member of the Board, will not normally be a member of any committee.
  4. As set out below, there will be no external members (i.e. members who are not Board members) on the Remuneration and Nominations Committee.
  5. A Board member’s term of office on a committee will run concurrently with their Board term of office.
  6. A Board member may, by giving notice in writing to the Chair of the Board, resign as a member of a Committee.
  7. If the Chair of the Committee and the Chair of the Board are satisfied that a members’ attendance at meetings has been unsatisfactory or that the member is otherwise unable or unfit to discharge the functions of a member, they may by giving notice in writing to the member remove that person from the Committee.
  8. The Chair of the Remuneration and Nominations Committee will be a member (but not the Chair) of the Board. There will be:
  • Four members of the Board, but not the Chief Executive Officer (CEO), one of whom will Chair the Committee.
  • There will also be regard to equalities issues in the membership composition.
  • The membership of the Remuneration and Nominations Committee will be proposed by the Chair of the Board and endorsed by Board.
  • There will be no external members on the Remuneration Committee.
  • A Board member’s term of office on the Remuneration Committee will run concurrently with their Board term of office.
  • A Board member may by giving notice in writing to the Chair of the Board resign as a member of the Committee.

Proceedings of the Remuneration and Nominations Committee

  1. Committee members should observe the same rules as those set out under the Code of Conduct for SFC Board members.[1]
  2. The validity of any proceedings of the Remuneration and Nominations Committee is not affected by a vacancy in membership or by any defect in the appointment of a member.

Quorum

  1. The quorum for the Remuneration and Nominations Committee is two members.

Role of the Chair in Committee Meetings

  1. It is the role of the Chair to see that Committee business is conducted in an orderly fashion and to ensure that members obtain a fair hearing. Members wishing to speak shall do so through the Chair.
  2. The Chair is also responsible for leading the meeting to reach decisions. The Committee will normally make decisions on the basis of agreement by consensus, but where the Chair believes it to be in the interest of the progress of a debate, or where it is proposed and seconded by two members present, the Clerk may be asked to count and record a vote by a show of hands.
  3. As set out in the SFC’s Scheme of Delegation, generally committees are expected to take matters as far as appropriate before making recommendations to the Board. The Chair of the Committee will normally have responsibility for judging when it is appropriate to make recommendations to the Board: where items are routine, they will stay with the Committee until the final stage of decision-making; and where items are novel, unusual or potentially contentious, proposals should be considered by the Board at an earlier stage.

Collective responsibility

  1. Committee members should be encouraged to express any differing views within the Committee’s internal decision-making process. If a member has a reservation regarding a particular decision, they may ask for their dissent to be formally recorded in the minute.  Once a decision has been reached, all members should support it.

Nomination of a Vice-Chair

  1. The Chair may nominate a Vice-Chair to act as deputy in the absence of the Chair at Committee meetings. This nomination will be subject to the approval of the Committee. 

Clerk to the Committee

  1. The Clerk to the Committee will advise the Chair on the conduct of Committee business and agenda planning. The Clerk will also advise Committee members on formal matters relating to the Committee.

Register of Interest

  1. Members will have completed a register of interests on appointment to the Board and must notify the Clerk to Board when any changes to this need to be made. Members’ registers of interests will be made publicly available on the Scottish Funding Council website.
  2. If any member has, or could be perceived to have, an interest in a matter that is being considered by the Committee, then it is their duty to declare that interest at the start of the meeting or as soon as they become aware of it, whether or not that interest has already been recorded in their register of interests. This declaration will be recorded in the minutes by the Clerk. As set out in the Board Code of Conduct, members will not remain in the meeting nor participate in any way in those parts of meetings where they have declared an interest.
  3. Whilst individual members have a responsibility to consider their position with regard to any registration of interest, prior to the meeting the Clerk will consider the agenda in the context of the register of members’ interests and advise the Chair accordingly.

Attendance at Meetings

  1. The Chief Executive will normally attend for matters other than those relating to the Chief Executive.
  2. The Deputy Director, People and Transformation will normally attend.
  3. In addition, other members of staff of SFC’s staff may attend meetings as required for agenda items for which they are presenting information or to be available to respond to questions on matters arising from papers, to hear the debate where the Committee’s discussion will inform their work, or as part of their on-going professional development. They may not take part in Committee decisions.
  4. Independent experts may attend meetings when required to provide advice to the Committee.
  5. Attendees may have a role in introducing papers, providing clarification, and contributing to discussions, but may not take part in Committee decisions.
  6. As set out in the legislation, a representative of the Scottish Ministers is entitled to participate in any deliberations (but not in decisions) of any committee of the Board [section 16 of Schedule 1]. However, following the 2022 Ryan Review Scottish Government representatives only attend SFC’s Research committee.

Observers

  1. Any member of the Board has the right to attend Committee meetings as an observer by agreement with the Chair of the Committee.
  2. External observers may be invited to attend committee meetings at the discretion of the Chair of the Committee. External observes invited to be in attendance will receive copies of papers that do not contain commercially sensitive and/or confidential information. Observers will be asked to leave the meeting for agenda items which relate to commercially sensitive and/or confidential items.
  3. Observers are encouraged to take part in discussions, but may not take part in decisions.

Timing of Meetings

Scheduled (or ordinary) meetings

  1. The Committee will meet on an appropriate number of occasions in a year to carry out its duties effectively, but will meet at least once per year.
  2. The schedule of meetings for each year will be agreed by the Committee in the previous year, following consultation with the Chair by the Clerk and taking into account the dates of Board meetings.

Extra (or special) meetings

  1. The Chair may convene additional meetings as they deem necessary.
  2. The Committee may agree to delegate to a sub-group responsibility for a particular matter. The sub-group would then report back to the Committee.

Agenda and papers

Agenda items

  1. Any member can, by contacting the Clerk to the Committee, suggest items of business. The agenda and designation of business will be decided by the Chair.
  2. Items for endorsement or for noting will be starred (*) on the agenda and the Chair will ask at the start of the meeting whether members wish to discuss any of the starred items. (Members should notify the Clerk to the Committee of this wish in advance of the meeting.) Unless members specifically ask to discuss these items, the Chair will assume that they have been endorsed or noted.

Distribution of agenda and papers

  1. The agenda of business and accompanying papers will normally be distributed no later than one week before a scheduled meeting of the Committee.

Freedom of Information

  1. In some cases, particular documents may be subject to disclosure exemptions under the terms of the Freedom of Information (Scotland) Act 2002. Where this applies, the particular exemption(s) will be stated.

Approval of minutes of Committee meetings

  1. Minutes of a Committee meeting will be submitted to the Chair for preliminary approval and thereafter to the subsequent meeting of the Committee for formal approval.

Reporting to the Board

  1. The approved minutes of each Committee meeting will be reported to the Board at the next scheduled Board meeting for noting.
  2. At each Board meeting, there will be an opportunity for the Chair to raise verbally matters that they think the Board needs to be aware of.

Review

  1. The committee remit and membership will be reviewed annually and proposed changes submitted to the Board for approval. The Committee will also conduct an annual self-evaluation and report the outcomes to the Board.

[1] Our governance – Scottish Funding Council (sfc.ac.uk)

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