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Terms of Reference

Purpose

The purpose of the Committee is to consider, and provide, advice and recommendations to the Board on strategic human resource issues, including appointment, performance, remuneration and removal of the Chief Executive; all non-executives (including statutory committee members), and to approve the remuneration and reward package offered to staff.

Duties

Staff

  • To review and recommend to the Board the principles and policies governing the pay, incentivisation and all other aspects of the total reward package of ARB’s staff.
  • To review and recommend to the Board the strategic approach to organisational design, job evaluation methodology, incentivisation and total reward.
  • To receive information about developments in external pay and reward, which may include commissioning expert advice, and advise the Board and Executive accordingly.
  • To consider and recommend to the Board the total reward package for staff, on an annual basis. To receive reports on how the policies governing the total reward package are being adhered to.
  • To provide advice on HR strategy.
  • To receive, consider and provide advice on HR matters, including any in year salary amends and structural changes from the Chief Executive.


Chief Executive and Registrar

  • To consider and make recommendations to the Board (in accordance with Section 2 of the Architects Act) for the appointment, and where necessary, the performance management and removal of the Chief Executive.
  • To review, advise and make recommendations to the Board regarding the pay, incentivisation and total reward package of the Chief Executive.

 

Senior Leadership Group

  • To support and advise the CEO on the recruitment, appointment and structure of the Senior Leadership Group where required.
  • To approve the CEO’s recommendations for Senior Leadership Group remuneration reviews and any in year salary movements.


Non-Executives and advisers

  • To advise and make recommendations to the Board about the remuneration of all non-executives and advisers, including travel and subsistence payments.
  • To advise and make recommendations to the Board about the recruitment and re-appointment policy of all non-executives and advisers (including statutory committee members).
  • To advise and make recommendations to the Board about performance review processes policy for all non-executives and advisers.


Board Appointments

  • To advise and make recommendations to the Board in the event that it needs to appoint a temporary member of the Board in line with General Rules.
  • To advise and make recommendations to the Board in the event that it needs to appoint a temporary Chair in line with the General Rules.


Strategic HR advice

  • To provide strategic and confidential advice to the Chief Executive in the event that this is required.


Membership

The members of the Committee shall be appointed by the Board and shall consist of the following:

  • Three Board members, one of whom will be appointed as Chair

Two lay Board members and one architect Board member should sit on the Committee.

The Board may also appoint one additional external member to supplement the Committee’s skills base and/or provide an additional independent perspective.

A member of the Executive should act as secretary to the Committee.

Other regular attendees at the Committee are:

  • Chief Executive and Registrar
  • Relevant members of the  Senior Leadership Group (on invitation only basis)

The Committee may ask any other member of staff, or such others as may be appropriate, to attend to assist it with its discussions on any particular matter.


Quorum

The quorum of the Remuneration and Appointments Committee should not be less than two members of the Committee.


Meetings and Procedures

The Committee will meet up to four times per year.


Reporting Requirements

The minute taker, who will be the Head of Finance and Resources or in their absence, an alternate member of the Executive, will circulate the minutes to the next Board meeting. The Chair will provide an annual report on the Committee’s work to the Board, and review the performance of the independent member.


Papers and Agendas

The Executive shall circulate the agenda and papers five working days before each meeting.  The minute taker will circulate the minutes of all meetings to both the members and attendees of the Committee, once they have been approved by the Chair.


Conflicts of Interest

Any member or attendee of the Committee who becomes aware of a potential conflict of interest, relating to matters being discussed by the Committee, should give prior notification to the Chair and the Registrar and Chief Executive.  If this is not possible, they should declare this at the start of the meeting and, where necessary, withdraw during the discussion of the relevant agenda item.

 

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