• Section 1 - Establishment
• Background
• Purpose
• Authority
• Section 2 - Membership
• Attendance
• Section 3 - Functions and Responsibilities
• Section 4 - Meetings
• Section 5 - Variations
• Section 6 - Definitions

Section 1 - Establishment

Background

(1) The University Council (Council) has established the Nominations and Remuneration Committee (the Committee). These Terms of Reference set out the Committee’s purpose, authority, membership and functions and responsibilities.

(2) The procedures for the Committee are set out in the Council and Council Committees Procedure.

Purpose

(3) The purpose of the Committee is to:

1. assist Council with its functions in relation to membership of Council, Council committees and boards of controlled entities;
2. recommend persons to Council for appointment as Council members in accordance with the Macquarie University Act 1989 (the Act) and the Macquarie University By-law 2005;
3. assist Council with its functions in accordance with section 16(1B)(a) of the Act in respect of remuneration matters; and
4. assist Council on appointment and re-appointment of the Vice-Chancellor.

Authority

(4) The Committee has no delegated authorities in respect of nomination matters.

(5) The Committee has delegated authority as detailed in the Reserved Powers of Council and Council Committees, the Delegations of Authority Register and noted in the each relevant section of these Terms of Reference.

Section 2 - Membership

(6) The membership of the Committee will be constituted by:

1. Chancellor (who shall be Chair of the Committee);
2. the Deputy Chancellor;
3. the Vice-Chancellor;
4. the Chair of Academic Senate; and
5. up to two external members of Council, appointed by Council on the recommendation of the Nominations and Remuneration Committee.

Attendance

(7) The Vice-Chancellor shall be absent from the meetings during discussion relating to the remuneration and conditions of the position of Vice-Chancellor.

(8) The Vice-President, People and Services and the Chief People Officer may attend meetings at the invitation of the Chair to provide advice and information to the Committee.

Section 3 - Functions and Responsibilities

(9) The Committee’s responsibilities are as follows:

1. Nomination matters – Council membership:
   1. develop a skills matrix for Council setting out the mix of skills and diversity that Council has and is looking to achieve in its membership;
   2. identify a forward-looking succession plan for Council having regard to the agreed skills matrix and tenure of members to allow for an orderly process of Council member retirements and appointments;
   3. at least six months prior to the expiration of the term of office of a member of the Council appointed under sections 8E – Council appointed members (graduates), 8F – Council appointed members or 8G – Ministerially appointed members, the Nominations Committee is to:
      1. identify the expertise and experience that will be needed to complement that of the other members of the Council, having regard to the agreed skills matrix and succession plan;
      2. review whether the current member should be recommended for re-appointment;
      3. if required, identify persons who may be suitable for appointment as such a member;
   4. determine the method for seeking nominations for any vacant position, including if appropriate calling for Expressions of Interest. Any expression of interest or nomination may be in any form, but it must include a statement addressing the nominee’s suitability for appointment in terms of the qualifications/skills/knowledge sought, together with qualifications, experience, and full contact details:
      1. the Chancellor or the Chancellor's nominee may seek expressions of interest from suitable persons who would be qualified to hold office under the specified category;
   5. determine which of the interested / nominated persons are to be recommended to the Council, in consideration of whether a person:
      1. has developed, or has the capacity to develop, a good understanding of what the external community needs from the University and has strong external networks that may benefit the University;
      2. will contribute to the effective working of the Council;
      3. has the expertise and experience needed to complement that of existing members of the Council (noting the current skills matrix and succession plan);
      4. has expertise and experience relevant to the functions exercisable by the Council;
      5. has an appreciation of the object, values, functions, and activities of the University;
      6. has such other qualities as the Committee considers appropriate;
   6. recommend the length of appointment for each person;
   7. forward its recommendations to the Council, for re-appointment and new appointments;
   8. contact with nominees will be through the Chancellor unless otherwise authorised by the Chancellor. The Committee will at all times respect the right of any nominee to have their nomination treated in confidence;
2. Council Committee membership:
   1. develop a skills matrix for Council Committees setting out the mix of skills and diversity that Council has and is looking to achieve in the membership of each Committee;
   2. identify a forward-looking succession plan for Council Committees having regard to the agreed skills matrix and tenure of members to allow for an orderly process of Council / Council Committee member retirements and appointments;
   3. annually review the composition of Council committees and recommend any changes to Council.
3. Controlled Entities:
   1. review and make recommendations to Council or members of the Controlled Entity, as the case may be, regarding the composition of Controlled Entity boards, after consultation with the Chair of the relevant Controlled Entity;
4. Remuneration matters:
   1. review the performance of the Vice-Chancellor and receive a summary report on the performance of other members of the Executive on an annual basis;
   2. review and determine the level of remuneration of the position of Vice-Chancellor on an annual basis;
   3. review and determine the level of remuneration of other members of Executive on an annual basis;
5. Appointment/Re-appointment of the Vice-Chancellor:
   1. review and recommend to Council, the appointment and/or re-appointment of the Vice-Chancellor, commencing a review process at least 12 months prior to the conclusion of the current incumbent’s contract;
   2. for appointment of a new Vice-Chancellor, Council may establish a Special Committee of Council rather than requesting the Nominations and Remuneration Committee fulfil this function. Council may also retain the services of an executive search firm;
   3. the terms of the prospective Vice-Chancellor's employment, including but not limited to, tenure, termination and compensation will be reviewed by the Committee, using external legal advisors as appropriate, and recommended to Council for approval;
   4. for review of an extension of contract term of the Vice-Chancellor, the Committee will:
      1. review the Vice-Chancellor's performance and whether re-appointment is appropriate;
      2. recommend any re-appointment to Council including the basis for the recommendation;
      3. review the key terms of the contract for re-appointment, including tenure, termination and compensation and arrange drafting of the contract, using external legal advisors as appropriate; and
      4. recommend the renewal and key contract terms for re-appointment of the Vice-Chancellor to Council for approval.

Section 4 - Meetings

(10) Refer to the Council and Council Committees Procedure for meeting requirements and protocols.

Section 5 - Variations

(11) Variations to this Terms of Reference must be approved by Council.

Section 6 - Definitions

(12) For the purpose of this document:

1. Committee – means the Nominations and Remuneration Committee of Council.