Non-executive director nominations and remuneration subcommittee terms of reference

1. Constitution

The non-executive director (NED) Nominations and Remuneration subcommittee is established as a committee of the Chelsea and Westminster Hospital NHS Foundation Trust (‘the Trust’) Council of Governors.

The NED Nominations and Remuneration subcommittee will review these terms of reference on an annual basis as part of a self-assessment of its own effectiveness. Any recommended changes brought about as a result of the yearly review, including changes to the terms of reference, will require Council of Governors approval.

2. Authority

The NED Nominations and Remuneration subcommittee is directly accountable to the Council of Governors of the Trust.

3. Aims

The subcommittee shall:

Advise the Council of Governors on any appointment and removal of Non-Executive Directors, including the Trust Chairman.
Oversee all aspects of the appointment process for Non-Executive Directors, including the Trust Chairman and the approval of arrangements for the termination of Directorships and other major contractual terms.
Make recommendations to the Council of Governors regarding the remuneration of Non-Executive Directors, including the Trust Chairman.

The subcommittee will operate in accordance with principles outlined in the Monitor Code of Governance and any other relevant guidance from its successor, NHS Improvement, or from CQC and NHS England

4. Objectives

The NED Nominations and Remuneration subcommittee will:

4.1 Further the objectives and values of the Trust

4.2 Non-Executive Director appointments:

Make recommendations to the Council of Governors on the recruitment, selection and appointment of the Chairman and Non-Executive Directors.
Review the procedure for the recruitment and selection of the Chairman and Non-Executive Directors.
Select a shortlist for interview of Chairman and/or Non-Executive Director candidates in accordance with the person specifications from the approved Trust candidate list.

4.3 Performance appraisal

Provide assurance to the Council of Governors on the Chairman’s appraisal of the performance of each Non-Executive Director on an annual basis as part of the Non-Executive Director appraisal process.
Provide assurance to the Council of Governors on the Senior Independent Director’s appraisal of the Chairman.
Assist in the designing of performance assessments for use in the Council of Governors’ appraisal of the Board collectively and of Non-Executive Directors individually.

4.4 Remuneration

Keep under review the fee scales for the Chairman and Non-Executive Directors, having due regard to market conditions, other FT Trust scales and national benchmarking information.

To review Non-Executive Director allowances such as travel and mileage, telephone calls, printing and stationery and any other elated allowances for the Chairman and Non-Executive Director.

Make recommendations to the Council of Governors on the fees and allowances for the Chairman and Non-Executive Directors.

4.5 Succession planning

Evaluate, at least annually, the balance of skills, knowledge and experience on the board of directors and, in the light of this evaluation, prepare a description of the role and capabilities required for appointment of future Non-Executive Directors, including the Chairman.
Regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board and make recommendations to the Board as appropriate.

5. Method of working

The NED Nominations and Remuneration subcommittee will have a standard agenda. At every meeting, the following item headings will be on the agenda:

Standard Items:

Apologies for absence
Declarations of interest
Minutes of the previous meeting
Business to be transacted by the subcommittee (which is likely to comprise multiple agenda items)
Any other business
Date of next meeting

All minutes of the NED Nominations and Remuneration subcommittee will be presented in a standard format. All meetings will receive an action log (detailing progress against actions agreed at the previous meeting) for the purposes of review and follow-up.

6. Membership

The membership of the NED Nominations and Remuneration subcommittee comprises three public, two patient Governors, the Lead Governor and the Trust Chairman.

The Trust Chairman will, ordinarily, Chair the subcommittee. Where the subcommittee’s business includes discussion with regard to the Chairman role, the Senior Independent Director will Chair the meeting.

The subcommittee may choose to invite other members of staff to act as advisors to the subcommittee (eg Chief Executive, Executive Director with responsibility for HR and Company Secretary), where appropriate. In addition, an independent external adviser may be invited to attend for all or part of any meeting, as and when appropriate. An independent external adviser should not be a member of or have a vote on the nominations subcommittee.

The Company Secretary will ordinarily attend meetings of the subcommittee in order to take minutes, unless this is considered inappropriate given the nature of discussions.

7. Quorum

The quorum will be three elected Governors and the Trust Chairman or Senior Independent Director.

8. Frequency of meetings

The NED Nominations and Remuneration subcommittee will meet at least on a biannual basis, with further meetings being arranged where necessary to undertake specific items of business relating to the Committee’s duties.

Members are expected to attend a minimum of 75% of subcommittee meetings throughout the year.

9. Secretariat

Minutes and agenda to be circulated by the Company Secretary or equivalent.

10. Reporting lines

All recommendations made by the subcommittee will be presented to the Council of Governors for approval.

11. Openness

The agenda, papers and minutes of the NED Nominations and Remuneration subcommittee are considered to be confidential.

Approved: 09 September 2015
Reviewed: 19 July 2017
Approved: 19 July 2017
Reviewed: 20 June 2018
Approved: 26 July 2018
Reviewed: 27 June 2019
Approved: 25 July 2019
Reviewed: 17 March 2020
Approved: 16 April 2020
Reviewed: 22 April 2021
Approved: 22 April 2021

Contributors

George Vasilopoulos