People and remuneration committee
Terms of Reference
Approved by Trust Board on 8 June 2026.
All Trust Board Committees are responsible for the scrutiny, monitoring and provision of assurance to Trust Board on key issues set out in their terms of reference and/or allocated to them by the Board. Agendas are set to enable Trust Board to receive assurance that scrutiny and monitoring processes are in place to allow the Trust’s strategic objectives to be met and to address and mitigate risk.
The People and Remuneration Committee (formerly known as Workforce and Remuneration Committee) was established in June 2002. The Terms of Reference of the Committee are reviewed annually and, if appropriate, amended to reflect any changes to the Committee’s remit and role and revised membership.
The Committee is a non-executive committee of the Board and has no executive powers other than those specifically delegated in these terms of reference and, as appropriate, by Trust Board. Committees are expected to conduct their business in accordance with the 7 principles of public life (Nolan principles): selflessness, integrity, objectivity; accountability; openness; honesty; and leadership.
In August 2022 a decision was taken to separate the people and remuneration elements of the Committee, and the terms of reference were amended to reflect this new structure.
Purpose
People committee
The Committee supports and monitors the People strategy and considers issues and risks relating to the broader workforce strategic issues.
On behalf of Trust Board, it reviews in detail key workforce performance issues, and takes ownership of workforce-related strategic risks, providing additional scrutiny of any such risks which are outside the Trust’s Risk Appetite, and giving assurance to the Board around the management of such risks.
The Committee will support the development of an organisational culture where staff feel free, safe and able to raise concerns at work without fear of suffering a detriment. This includes supporting the lead Freedom to Speak Up Guardian to actively encourage and promote the Trust’s commitment to the principles of Freedom to Speak Up which ensures the safety and welfare of Staff, Service Users, Carers and Visitors.
Freedom to Speak Up is formally reported into the Audit Committee and the People and Remuneration Committee continue to support Freedom to Speak up work.
Membership, attendance and duties for each part of the Committee are stipulated below.
The Committee will deal with people matters at all meetings. Should any remuneration matters arise, through update or as part of an annual process they will be added to the agenda. Remuneration must be discussed by the Committee at least once a year to approve the remuneration report as part of the Annual report and accounts and agree executive director remuneration.
Remuneration committee
The Remuneration Committee has delegated authority for developing and determining appropriate pay and reward packages for the Chief Executive and Executive Directors and a local pay framework for senior managers as appropriate that actively contribute to the achievement of the Trust’s aims and objectives.
The Remuneration Committee also has delegated authority to approve any termination payments for the Chief Executive and Executive Directors and other senior staff within the scheme of delegations and subject to any national and/or HMRC approvals.
Membership
Membership of the Committee is comprised of the Chair of the Trust, two Non-Executive Directors, the Chief People Officer and the Chief Executive.
Membership for People Committee as at 1 April 2026
Chair – Non-Executive Director – Nat McMillan
Non-Executive Director – Jayne Brown MBE (Chair of the Trust)
Non-Executive Director – Martin Neeson
Chief People Officer – Christine Brereton
Chief Executive – Mark Brooks.
Membership for Remuneration Committee as at 1 April 2026
Chair – Non-Executive Director – Nat McMillan
Non-Executive Director – Jayne Brown MBE (Chair of the Trust)
Non-Executive Director – Martin Neeson
Chief People Officer (non-voting) – Christine Brereton
Chief Executive (non-voting) – Mark Brooks
Attendance
People committee
The Chief People Officer is a member of the Committee and lead Director and provides advice and support to the Committee. Administrative support is provided by the Personal Assistant to the Chief People Officer. Also in attendance, at the request of the Committee, will be members of the People Directorate, Senior Leadership team and the Assistant Director of Corporate Governance.
Remuneration committee
The Chief Executive is a non-voting member of the Committee and will take no part in or be present for any items relating to his/her own personal remuneration or conditions of service. The Chief People Officer is in attendance at meetings as lead Director and provides advice and support to the Committee. Administrative support is provided by the Company Secretary.
Quorum
People committee
The quorum will be two members. Members are expected to attend all meetings. In the unusual event that the Chair is absent from the meeting, the Committee will agree another Non-Executive Director to take the chair. In the absence of the Chief Executive, the Chair of the Committee will decide whether it is appropriate for the Deputy Chief Executive to attend as a non-voting member.
Remuneration Committee
The quorum will be two Non-Executive Director members. Members are expected to attend all meetings. In the unusual event that the Chair is absent from the meeting, the Committee will agree another Non-Executive Director to take the chair. In the absence of the Chief Executive, the Chair of the Committee will decide whether it is appropriate for the Deputy Chief Executive to attend as a non-voting member.
Frequency of meetings
People committee
The Committee will meet no less than four times per year to discuss people matters.
Remuneration committee
The Committee will meet no less than once a year to discuss remuneration matters.
It is the responsibility of the Lead Director to ensure items are identified for the Committee’s agenda in line with the Committee’s terms of reference, its work programme agreed at the beginning of each year and the current risks facing the organisation and to agree these with the Chair of the Committee.
Duties
People Committee
- To support the strategic development of human resources and workforce development and consider issues and risks relating to the broader People strategy
- On behalf of Trust Board, to monitor progress of the People Strategy and review in detail key people performance issues.
- To have oversight of workforce-related strategic risks, providing additional scrutiny of any such risks which are outside the Trust’s risk appetite, giving assurance to the Board around the management of such risks
- To consider future national developments which could impact on the Trust’s strategic workforce objectives
- To listen to staff experience and stories at each meeting
- To monitor, scrutinise and provide assurance to Trust Board that the Trust is compliant with legal and national guidance, including Equality Delivery System (EDS2), the Workforce Race Equality Standard (WRES), and the Workforce Disability Equality Standard (WDES)
- To receive regular reports from the Guardian of Safe Working
- To receive regular reports on the implementation of the 10-point plan for resident doctors
- To receive regular reports and updates from the temporary staffing management group.
- Receive quarterly updates from Staff networks
- Receive the EDI annual report prior to submission to Trust Board
Remuneration Committee
To develop and determine appropriate pay and reward packages for the Chief Executive, Executive Directors and other designated senior managers and other locally determined pay arrangements that actively contribute to the achievement of the Trust’s aims and objectives, are affordable and are in line with the Trust’s financial strategy.
Specifically to:
- To determine the remuneration arrangements including pension rights and any compensation payments, for Executive Directors and to agree individual salary levels for Executive Directors
- To determine any annual uplift, for example, cost of living, for the Chief Executive and Executive Directors
- To ratify remuneration arrangements for senior management posts
- To approve any annual uplifts in pay structures and any performance-related pay arrangements for senior posts
- To approve any termination payments to the Chief Executive and Executive Directors and ensure these are properly calculated and reasonable with regard to probity and value for money
- To receive a report from the Chief Executive of any proposed termination payments to be made to senior managers
- To approve the remuneration report section of the annual report and accounts
- The remuneration committee should not agree to an executive member of the board leaving the employment of the trust except in accordance with the terms of their contract of employment, including but not limited to serving their full notice period and/or material reductions in their time commitment to the role, without the board first completing and approving a full risk assessment
- The remuneration committee should carefully consider what compensation commitments (including pension contributions and all other elements) their directors’ terms of appointments would give rise to in the event of early termination. The aim should be to avoid rewarding poor performance
- Contracts should allow for compensation to be reduced to reflect a departing director’s obligation to mitigate loss. Appropriate claw-back provisions should be considered in case of a director returning to the NHS within the period of any putative notice
- Under delegated authority from Trust Board as deemed appropriate for each circumstance, to agree and oversee the process for the appointment of the Chief Executive and Executive Directors of the Trust
- To receive an annual report from the Chief Executive documenting the performance of executive directors in relation to the achievement of the Trusts Strategic Objectives
- To approve other payments from other staff that may be required, i.e., to settle a claim, and for which is within the Trusts scheme of delegations
- To have an overview of all redundancy payments made to other staff
Sub-committees
To fulfil its duties and to ensure the Trust complies with its statutory responsibilities and duties, the Committee will receive reports from identified sub-committees or groups as required.
Authority
People and Remuneration committee
The Committee is authorised by Trust Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee. The Committee is also authorised by Trust Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.
Monitoring
People and remuneration committee
The Committee will monitor its performance both in terms of providing assurance to Trust Board and in terms of ensuring it meets the remit as set out in its terms of reference through agreement of an annual work plan, inclusion in the work plan of any items delegated to the Committee by Trust Board and through the Assurance Framework, monitoring implementation of the annual work plan, assessment of the Committee’s performance through an annual self-assessment, and an evaluation of the Committee’s performance through an annual report to Trust Board.
The Committee will assess, measure and evaluate its impact, both quantitatively and qualitatively, and include the outcome of this in its annual report to the Audit Committee and to Trust Board.
Behaviours and conduct
Trust values
Members will be expected to conduct business in line with the trust values and objectives.
Members of, and those attending, the committee shall behave in accordance with the trust’s constitution, standing orders, and standards of business conduct policy.
Equality and diversity
Members must demonstrably consider the equality and diversity implications of decisions they make.
Reporting to Trust Board
People and remuneration committee
Trust Board will receive the minutes of the Committee at the next Trust Board meeting following the Committee meeting. Confidential personnel matters will go to the private session of Trust Board, if appropriate, and the decisions of the Committee in relation to specific salary matters are reported to the Non-Executive Directors of the Trust only. The Committee will also report to the Board annually on its work (see above).
All Trust Board Committees have a responsibility to ensure they foster and maintain relationships and links between Committees and Trust Board. Each Committee also has a responsibility to ensure action identified and agreed is placed within the organisation either through the Executive Management Team or other internal groups, such as Trust-wide Action Groups (TAGs).
Next review April 2027 (or prior to if required)
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