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People, Culture, Nominations & Remuneration Committee Terms of Reference


Last updated 4 April 2024

Objectives

The objectives of the People, Culture, Nominations and Remuneration Committee (PCNR) are to assist the Board in fulfilling its corporate governance responsibilities relating to Board operations, people and culture.

The Committee provides oversight, advice and recommends to the Board regarding:

  1. Board composition, evaluation and succession planning of the Board and directors
  2. Directors’ induction and continuing professional development
  3. Board Committee composition, structure, evaluation and succession planning
  4. Selection, appointment and evaluation of the Chief Executive Officer (CEO)
  5. Director appointments for subsidiaries and associated entities
  6. Remuneration policy for directors, CEO and Executive
  7. People and culture strategies, polices and processes to support the Strategic Plan and compliance with all relevant legal requirements and best practice.
  8. Organisational design changes.

The Committee provides advice and support to the CEO for: 

  1. Succession planning for the Executive team
  2. Executive appointments and terminations.

Duties and responsibilities

In assisting the Board, the Committee will:

Board:

  • Assess that the directors have the appropriate mix of competencies and diversity to enable the Board to discharge its responsibilities effectively.
  • Develop and maintain a Board skills matrix to aid in assessing Board professional development needs, recruitment and succession planning.
  • Ensure that newly appointed Directors undertake adequate induction training.
  • Ensure that Directors have access to appropriate continuing education to update and enhance their skills and knowledge.
  • Conduct searches for coopted committee members and recommend preferred candidates to the Board.
  • Develop and implement a process for evaluating the performance of the Board and directors.
  • Set policy for director remuneration and make specific recommendations to the Board on remuneration of directors.
  • Recommend to the Board director appointments for subsidiaries and associated entities.

Board Committees:

  • Provide assurance that Board committees have the appropriate composition, size, skills and commitment to undertake their role set out in the respective terms of reference.
  • Conduct searches for new committee members and recommend preferred candidates to the Board.
  • In consultation with the Chair of each Board committee and the CEO, ensure succession plans are in place to maintain the required mix of skills and experience.
  • Develop and monitor a process for evaluating the performance of Board committees.

Chief Executive Officer:

  • Develop and execute an executive search for the CEO position and recommend preferred candidates to the Board.
  • Ensure succession plans are in place.
  • Set the terms and conditions of employment for the CEO, for approval by the Board.
  • Undertake a detailed review of the CEO’s performance at least annually, setting with the CEO goals for the coming year and reviewing progress in achieving these goals, for approval by the Board.
  • Make recommendation to the Board on remuneration of the CEO.

Executive team (CEO direct reports):

  • Receive updates from the CEO on Executive appointments and terms of engagement and, if required by the Delegations policy, recommend the appointment to the Board for approval.
  • Ensure that the CEO has succession plans in place to retain business knowledge, skills and experience and recommend these plans to the Board for approval
  • Review the recommendations of the CEO on the remuneration of Executive team direct reports and, if required by the Delegations policy, recommend the appointment to the Board for approval..

Culture:

  • Consider and assess that the organisational culture is aligned with the vision and values, supports risk mitigation and assists the achievement of strategic objectives.
  • Consider proposed changes to the organisation design required to optimise delivery of the strategy and create efficiencies and recommend changes to the Board for approval.
  • Monitor compliance with people and culture strategies, policies and processes.
  • Review, endorse and recommend to the Board for approval people and culture policies and plans, including the following areas:
    • Workplace health, safety and wellbeing
    • Sexual harassment, Bullying and Discrimination in the workplace
    • Diversity, Equity and Inclusion
    • Reconciliation Action Plan.

Membership

The Committee’s members are appointed by the Board and comprises a minimum of 5 members, as follows:

  • Two or more Directors
  • One or more co-opted Committee members
  • The Chair of the Board
  • The President
  • The President-elect (when appointed).

The Board appoints the Chair of the Committee from amongst the Committee’s membership with the appropriate skills and experience, including extensive board and executive performance experience.

Meetings

The Committee meets at least four times per year or as required, using any means of audio or audio-visual communication, as long as each Committee Member can hear and be heard by each other Committee members participating.

Quorum is a majority of the members.

Access to Information and Independent Advice

The Committee may obtain independent legal, financial, remuneration, recruitment or other advice as it considers necessary.

Authority and responsibilities

The Committee will conduct its business in accordance with its terms of reference, the RACGP’s Constitution, the Board approved Delegations Policy and any other policies approved by the Board.

The Committee reports to the Board and must circulate its minutes to the Board as soon as practicable after each meeting, along with a report from the Committee Chair on key outcomes and recommendations.

Review

The Committee will review its performance and its terms of reference annually.

Version History

Release Notice      
Version Date of effect Amendment details Amended by
1.0
 
 
 
 
2.0
  Initial release – this replaces an earlier terms of reference, originally approved 20 August 2020
 
ToR rewritten
Company Secretary
 
 
 
 
 
Company Secretary
Policy Type Board Governance    
Policy owner: Board    
Approved by: Board   Approved on:
 
Next Review Due: February 2025    

 

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