Nomination and remuneration committee terms of reference

1. Nomination and remuneration committee terms of reference

1.1 Policy number: CO-O-083.0

1.2 Category: Organisational

1.3 Approval date: August 2018

1.4 Revision due date: August 2020

1.5 Unit responsible Office of the President and CEO

2. Policy declaration

These Terms of Reference establish the Nomination and Remuneration Committee, detailing its memberships and responsibilities, and providing guidance as to its proceedings.

These Terms are approved by the RACGP Board and authorised by the CEO.

3. Background

The Royal Australian College of General Practitioners is committed to ensuring all positions to which the RACGP Board appoints are filled with suitable and skilled individuals. The RACGP Board is empowered under the Constitution to nominate members and non-members for positions and office as it thinks fit.

The RACGP is also committed to ensuring remuneration assessments are undertaken in a transparent manner, appropriately benchmarked against market and organisational considerations.

3.1 Objectives

The Committee is established for the following purposes:

  1. To ensure RACGP Board nominations are undertaken in a diligent, transparent and justifiable manner;
  2. To ensure RACGP Board members positions are filled with the appropriately skilled and experienced individuals to suit and advance the RACGP’s interests;
  3. To ensure remuneration is externally benchmarked, reasonable, fair and responsible.
  4. To ensure National Expert Committee Chair and committee nominations are undertaken in a diligent, transparent and justifiable manner
  5. To ensure National Expert Committee positions are filled with the appropriately skilled and experienced individuals to advance and guide the development of the scope of general practice.

3.2 Scope

The Committee is an advisory body, charged with providing the RACGP Board with recommendations concerning:

  1. RACGP Board members;
  2. RACGP Expert Committee Chairs;
  3. RACGP Expert Committee members; and
  4. RACGP Chief Executive Officer,

as provided for in clauses 6 and 7.

3.3 Out of scope

The Committee will not be consulted for advice concerning the following:

  1. members engaged under an employment arrangement;
  2. members engaged to perform professional services; and
  3. RACGP staff (other than the CEO).

4. Interpretation

Words used in these Terms have the meaning given to them in Part 11.9 of the RACGP Constitution. In the event inconsistency between these Terms and the Constitution, the Constitution prevails.

5. Membership

The Committee consists of:

  1. a co-opted RACGP Board member (if one is appointed) nominated by the RACGP Board;
  2. The Chair of the RACGP Board;
  3. The President;
  4. The President-elect (as and when appointed); and
  5. The Censor-in-Chief,

or individuals officially acting in those roles.

The co-opted RACGP Board member will chair the Committee. If they are not present or there is no co-opted RACGP Board member appointed or willing to stand, the Chair of the RACGP Board is entitled to chair.

6. Nominations

6.1 Nomination responsibilities

The Committee must advise the RACGP Board by recommending candidates for the following positions:

  1. co-opted RACGP Board member;
  2. the Chair of the Finance, Audit and Risk Management (FARM) Committee;
  3. chairs of expert or RACGP Board advisory committees;
  4. REC Chairs and members;
  5. other committees or advisory boards, where their terms of reference reference the Committee’s involvement; and
  6. any Honorary Fellows or Honorary Members.

6.2 Nomination process

The Committee will:

  1. review and understand the roles and responsibilities of each position to be filled;
  2. identify and articulate the special skills, knowledge and experience required;
  3. assess applications from individuals seeking appointment against the below assessment criteria;
  4. short list appropriate candidate and conduct interviews as appropriate;
  5. source external and independent advice, if so approved by the RACGP Board; and
  6. recommend to the RACGP Board preferred candidates, including for the appointment and reappointment of the CEO.

The Committee must ensure these clause 6.2 duties are undertaken in a diligent, transparent and justifiable manner, appropriate short listing of candidates, assessment against developed assessment criteria, and such further enquiries (including background checks) as the Committee deems fit.

The Committee must ensure its nomination processes are fit for purpose, outcomes oriented and enable the RACGP to attract, develop, retain and motivate appropriate candidates.

6.3 Evaluation

The Committee must advise the RACGP Board by:

  1. developing and maintaining updated (at least annually) a skills matrix for the RACGP Board against the RACGP’s current environmental requirements;
  2. facilitating an annual RACGP Board summative assessment against the agreed skills matrix;
  3. reviewing RACGP Board members’ engagement and internal activities, and the external directorships and other commitments of same, to ensure adequate and appropriate time and resources are being directed toward their RACGP directorship;
  4. working with RACGP Board members to develop RACGP Board succession plans, accounting for future RACGP challenges and opportunities;
  5. identifying and developing a pool of talented members for future directorship opportunities.
  6. developing and maintaining updated ( every three years ) a skills matrix of committee chairs and members against the RACGPs current environmental requirements
  7. engaging with committee chairs to plan succession when required.

7. Remuneration

The Committee is responsible for:

  1. assessing remuneration packages for those positions in scope (see clause 3.2);
  2. required workloads and consequential additional payments to RACGP Board members for RACGP office bearers;
  3. providing the RACGP Board with quality assurance concerning the RACGP’s remuneration policies’ integrity;
  4. developing and monitoring an RACGP remuneration strategy and policy, including corporate governance processes relating to remuneration;
  5. ensuring remuneration is sufficient to attract and retain talent befitting a high status academic college; and
  6. sign-off on these matters within the relevant remuneration disclosure statement within the annual report.

The Committee must, at least once every three year period, source external and independent advice on then benchmarked market prices and practices.

Despite anything in these Terms, the Committee must ensure compliance with all applicable constitutional, regulatory or legal requirements associated with remuneration matters.

8. Committee review

The Committee will:

  1. review its own performance annually and report such findings to the RACGP Board; and
  2. at all times acting diligently, carefully, thoroughly, on a timely basis and in accordance with any applicable technical and professional standards.

9. Powers and accountability

In conjunction with the Constitution, the RACGP Board delegates to the Committee all authority necessary to satisfy all those stipulated roles and responsibilities in these Terms.

The Committee is accountable directly to the RACGP Board for fulfilment of its duties and responsibilities outlined in these Terms, and for the fulfilment of any other matters delegated by the RACGP Board.

10. Committee meetings

The Committee must meet three times per year.

The Committee may participate in a meeting by means of any technology that gives the members a reasonable opportunity to participate.

Recommendations are determined on a majority of votes of those present and entitled to vote. Any member has one vote. There is no deadlock mechanism; in the event of a tied vote, both recommendations must be presented to the RACGP Board.

The Committee reports to the RACGP Board, and must circulate its minutes to the RACGP Board as soon as practicable after each meeting, ideally alongside its recommendations.

11. Confidentiality

Committee members will receive or have access to confidential, sensitive and personal information. They acknowledge they must only use or disclose such information to the extent necessary to satisfy their duties and responsibilities.

If there is uncertainty as to whether any information is confidential, such information is deemed confidential and not within the public domain.

Committee members must safeguard the confidentiality of any information received by adopting and maintaining reasonable precautions.

Committee members must not make any press or other announcements or releases in connection with any deliberations, outcomes or decisions of the Committee.

12. Conflicts of Interest

Committee members must not place themselves in a position of conflict of interest whereby their obligations to satisfy their duties and responsibilities are compromised, potentially compromises or perceived to be compromise.

No individual may use their position, their authority or any information received to obtain an advantage for themselves or detriment for others.

Committee members must comply with the RACGP Conflict of Interest Policy.

Committee members warrant they have no undeclared actual, potential or perceived conflicts of interest, and undertake to promptly notify any future conflicts of interest to the Chair as soon as they become apparent.

Committee members must not compromise their professional judgment because of bias, conflict of interest or the undue influence of others. In such circumstances, they must not continue performing their duties and promptly notify the Chair and the RACGP as appropriate.

13. Administrative procedures

13.1 Access to published policy

This policy will be available via the RACGP intranet.

13.2 Promulgation of published policy

These Terms of Reference will be announced publically and made available via the RACGP website and intranet.

13.3 Review of this policy

This policy will have a two yearly review cycle.