RACGP Board Remuneration Policy

1. Policy declaration

In accordance with best practice corporate governance standards, payments to Directors will be governed by clear and rigorous policy and process that guides the Board, Committees, Directors, to efficiently, effectively and transparently govern the RACGP.

2. Definitions

Conflict of Interest includes any situation where it could reasonably be concluded a Decision Maker’s capacity to make a Decision on a matter is influenced by the fact they hold other Interests. Conflicts of Interest include:

• actual conflicts of interest, where duties and responsibilities owed to the RACGP conflict with duties, responsibilities or Interests external to the RACGP
• potential conflicts of interest, where it is reasonable to conclude the line of decision making may lead to an actual Conflict of Interest in the future, and
• perceived conflicts of interest, where despite the absence of any actual or potential Conflict of Interest, it is reasonable to conclude the circumstances surrounding the Decision Maker and the decision to be made are such that external perceptions of the process may conclude there was a Conflict of Interest, whether or not this was the case.

Constitution  means the RACGP’s Constitution.

3. Policy Statement

The remuneration policy has been developed to:

• Attract and retain Directors and Co-Opted Committee Members with the skills, knowledge and experience that are aligned with the RACGP’s values, purpose, goals, and strategic objectives.
• Acknowledge the capacity and capability that is required to deal with the complexities and interrelationships of the primary health care sector, standards and accreditation, strategic planning, financial management, organisational performance management and stakeholder management.
• Acknowledge the time commitment to prepare for and attend Board and Committee meetings and other College activities, and to remove economic barriers to committed and talented General Practitioners from contributing to the College.

4. Remuneration Principles

This policy is intended to remunerate Directors appropriately in accordance with the following principles: 

• Best practice corporate governance standards, (including the Australian Charities and Not-for-profits Commission Governance Standards), RACGP specific factors as well as external market factors.
• The total amount of remuneration for the Board as a whole must be approved at the AGM annually.
• Remuneration will be aligned through external reviews, to be conducted at least every three years, and more frequently as determined by the Board, and benchmarked to the midpoint of director fees For Purpose/not for profit organisations of comparable size and scale.
• Where the Constitution and Related Documents and Procedures allows additional reasonable and proper remuneration for services rendered or goods supplied in the ordinary course of business, this must be disclosed and if appropriate the activity have previously been approved by the Board. Out of pocket expenses will be reimbursed in accordance with the RACGP Related Party Transaction policy and reported appropriately as a related party transaction.
• Coopted Board Committee members will be paid 50% of the Committee Chair fee.
• Between market reviews, proposed Director Fee increases will take into consideration financial and operational performance and the Budgeted remuneration increases for Executive roles.

5. Remuneration Details

• Directors will receive a basic, fixed fee (Director Fee) plus superannuation.
• There will be differential remuneration for the Board Chair, President, Vice-President and Chairs of the Finance, Audit and Risk Management Committee and People, Culture, Nominations and Remunerations Committee.
• External remuneration benchmarking will occur at least every 3 years, to determine Director Fees, to ensure that the Fees remain competitive.
• The remuneration structure is set out in the table below:

5.1 Remuneration Details – President

• The time demands of the role of President vary depending on the needs of the RACGP and will be confirmed annually with the Chair of the Board, the President and the CEO.
• The increased role in recent years of advocacy both at state and federal levels has significantly increased the President’s responsibilities as the public face of the RACGP.
• Presidential remuneration will include the Director Fee and a full-time equivalent (FTE) payment based on the number of days the President commits to the role.

• The President’s role is defined in a position description and has been independently benchmarked and classified using the Korn Ferry Hays methodology. Annual remuneration increases will remain in line with the annual market review for the role’s classification and maintained to the mid-point.

5.2 Remuneration Details – Co-Opted Board Committee Members

• Co-Opted Board Committee Members will receive a basic, fixed fee of $12,500 per annum including superannuation.
• External remuneration benchmarking will occur at least every 3 years to determine Co-opted Board Committee Members Fees, to ensure that the Fees remain competitive with not-for-profit professional bodies with similar revenue. 
• Committees provide an opportunity for the Board to access skills, experience and expertise through the engagement of subject matter experts that contribute as co-opted Committee members.

5.3 Remuneration Details – Censor in Chief

• The Censor-in-Chief role is a dual role that includes appointment as an RACGP Board director.  The Censor-in-Chief will receive the Director Fee above their employment remuneration.
• Fees paid to the Censor-in-Chief for their role as a director of the RACGP are considered Directors’ Fees and contribute to the aggregate annual Directors’ Fees cap approved by members under the RACGP Constitution. 
• The Censor-in-Chief is also employed by RACGP to provide significant additional services that is separate to their role as a Director of the RACGP. These services include both education governance and policy responsibilities, as well as exam and assessment responsibilities. 
• Fees paid to the Censor-in-Chief for the professional and technical services provided under the terms of their employment are considered employee remuneration, as allowed by the Constitution at clause 100 (c), and distinct from Director fees.  The Censor-in-Chief role is benchmarked in line with the RACGP Executive roles.

• The Censor-in-Chief remuneration will be disclosed as a related-party transaction. 
• The Censor-in-Chief role is defined by a Position Description.  This may vary from time to time depending on the needs of the RACGP, with any changes confirmed with the Chair of the Board, the Censor-in-Chief and the CEO. 

6. Related policies, documents and legislation

• RACGP Constitution
• Code of Conduct
• Conflict of Interest and Related Party Transactions policy

7. Administrative Procedures

• This policy will be available via the RACGP Organisational policies webpage.
• This policy will be reviewed annually.