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(1) The Remuneration Committee is established as a Committee of Council, and the Committee is delegated a number of Council functions in relation to remuneration and other human resources matters at the University and of the Council. (2) The establishment of this Committee and the delegation of Council powers to it are actions authorised under Section 17 of the University of New England Act 1993 (NSW) (UNE Act). The provisions of this document take effect as a Council Rule made under Section 29 of the UNE Act. (3) The Committee oversees the University's: (4) The Committee monitors and advises Council regarding: (5) The members of the Committee are as follows: (8) Elected members of the Committee will be elected by Council at a Council meeting. (9) The ex-officio members (Chancellor, Deputy Chancellor, VC&CEO and Chair of Finance & Infrastructure Committee) will be Committee members whilst they hold their primary office. (10) The Lay Council members will be Committee members for two years or such other time as determined by Council, or until they cease to be a Council member, whichever occurs first. (11) The co-opted external members (if applicable) will be Committee members for two years or such other time as determined by Council, or until they resign or are removed by Council, whichever occurs first. (12) The co-opted Council members (if applicable) will be Committee members for two years or such other time as determined by Council, or until they cease to be a Council member, whichever occurs first. (13) The Chancellor will act as Chair. If the Chancellor is unavailable to act as Chair then the Committee will elect a Chair to act during the period the Chancellor is unavailable. (14) The objective will be to ensure, so far as is practicable, that the membership of the Committee includes the following gender representation: (15) The functions of the Committee are as follows: (16) Approve the organisational structure of the (17) Approve remuneration policies and strategies for the University's Senior Managers. (18) Approve the range of salary packages of the University's Senior Managers. (19) Advise Council in relation to collective industrial agreements that that the University proposes to enter into (such agreements must be approved by Council). (20) Advise Council in relation to recognition and reward for Council Members and/or for External Members of Council Committees who are not Council Members (such recognition or reward must be approved by the Council). (21) Monitor the effectiveness, implementation and (22) Monitor negotiations between Management and its staff/unions in relation to the terms of proposed collective industrial agreements. (23) Monitor the appointment and removal of Senior Managers by the VC&CEO. (24) Monitor the implementation of Council's reward and recognition policies. (25) Retain independent counsel or other experts to advise the Committee in the performance of its functions. (26) Seek information it requires from the (28) This Committee has delegated authority from the Council to perform on behalf of Council the approval, advice and monitoring functions set out in the terms of reference above and all matters ancillary to those functions. (29) The Chair of the Committee will report to Council regularly on the business conducted by the Committee. (30) The Committee will meet quarterly, or otherwise as required in order to perform its functions. Committee members should be given at least seven days notice of meeting, or such shorter notice period as is practicable where the matter is urgent. (31) Unless the Chair directs otherwise, Committee business papers will be distributed to Committee members and official attendees at least seven days prior to the meeting, or such shorter period as is practicable in the circumstances. Business papers must be treated confidentially by recipients. Any external (32) A quorum shall consist of a simple majority of the members of the Committee at the time the meeting is held. (33) For its business papers, meetings and otherwise to conduct its business the Committee and its members may use technology including telephone, video-conferencing, telepresence, (34) The Committee may pass a resolution by "flying minute" provided that the resolution has been approved by a simple majority of the Committee members at the time the resolution is made. (35) Draft minutes will (36) Once every twelve-month period, the Committee shall devote at least one part of one meeting to the review of its policies, practices and procedures over the preceding 12 months. (37) The University Secretary and/or nominee will act as secretary and provide administrative support to the Committee. (38) Words and phrases used in this document have the following meanings, unless the context requires otherwise: (39) This document should be interpreted using the following principles:Terms of Reference (Council approved) - Remuneration Committee
Section 1 - Overview
Establishment of Committee
Objectives
Top of PageSection 2 - Committee membership
Membership
In attendance
Election procedure for elected members
Term of office
Chair
Gender representative objectives
Top of PageSection 3 - Terms of reference
Functions
Approval functions
Advisory functions
Monitoring functions
Authority
Section 4 - Sub-committees and working groups
Top of PageSection 5 - Delegations
Delegation from Council
Section 6 - Conduct of Committee business
Reporting to Council
Meetings
Business papers
Quorum
Use of technology
Resolutions
Confirmation of minutes
Self-Review
Secretary to Committee
Section 7 - Definitions and interpretation
Definitions
Interpretation