Vice-Chancellor's Review and Executive Remuneration Committee

Vice-Chancellor's Review and Executive Remuneration Committee is a committee of The University of Auckland Council, with the delegated responsibilities, authorities and accountabilities set out in this Terms of Reference approved by Council on 05.10.2020. The terms of reference for the Committee replace those approved by Council 13.12.2010.

1. Purpose

The Committee determines the remuneration and conditions of employment and assesses the performance of the Vice-Chancellor and has oversight of the decisions of the Vice-Chancellor on the performance and remuneration of the university executive.

2. Responsibilities

The Committee is responsible for:

• Assessing the performance and determining the remuneration and conditions of employment of the Vice-Chancellor

• Considering a report from the Vice-Chancellor on the remuneration decisions of the university executive made by the Vice-Chancellor

• Reviewing the performance of Council-appointed Councillors [2],

• Advising Council on matters associated with the relevant skills and experiences required to be a member of Council,

• Determining the availability of potential Council appointees to Council and recommending to Council re-appointments or new appointments,

• Reviewing and managing the performance, composition and succession of Council, and

• Interfacing with the Tertiary Education Commission and/or the Minister of Tertiary Education over Ministerial appointments to Council.

3. Vice-Chancellor’s Employment Agreement and Remuneration

Council has delegated to this Committee the role of setting the Vice-Chancellor’s remuneration. In undertaking this role the Committee will:

• Agree the employment agreement or variations thereof with the Vice-Chancellor (with assistance from the Director of Human Resources).

• Determine the initial annual remuneration level for the Vice-Chancellor,

• Obtain the State Services Commissioner’s agreement to the employment contract or variations thereof and the remuneration of the Vice-Chancellor,

• Provide any mentoring or support that the Vice-Chancellor might desire,

• Recommend to Council the renewal, non-renewal or termination of employment of the Vice Chancellor,

• Implement any such decision of Council,

• Manage the recruitment process for a potential new Vice-Chancellor, including determination of a short list for Council consideration [1],

• Annually agree with the Vice-Chancellor the key objectives for the Vice-Chancellor to pursue during the year, ensure these key objectives are consistent with the Council approved Mission, Strategic Plan, Capital Plan and Budget, and Investment Plan,

• Meet twice yearly to review, first with the Vice-Chancellor (aided by a written assessment from the Vice-Chancellor) and then without, the Vice-Chancellor’s performance against those objectives,

• Provide feedback to the Vice-Chancellor on Council’s views (the Chancellor having received any views from other Councillors prior to these meetings) on the Vice-Chancellor’s performance,

• Convey that decision to the Vice-Chancellor,

• Determine the appropriate remuneration package for the following year after agreement with the State Services Commissioner.

• On a regular basis (a minimum of three yearly), or on major job size changes, the Committee, to assist in this determination, shall obtain expert independent advice on the "size" of the Vice-Chancellor’s position and on current remuneration structures and levels in the market for positions of such size, obtain the State Services Commissioner’s agreement to this determination, agree the new remuneration arrangements with the Vice-Chancellor, and advise Council of its decisions (see 11. below). 

4. Review of Terms of Reference
The Committee shall review its Terms of Reference and report to Council the outcome of that review every three years.

5. Membership
The Committee shall comprise the Chancellor, Pro-Chancellor, and the Chair of the Finance Committee* and the Chair of the Audit and Risk Committee*.

The Chancellor is the Chair of the Committee and the Pro-Chancellor is the Deputy Chairperson.

In discharging its responsibility for the recruitment process for a potential new Vice-Chancellor, the Committee will be joined by up to two staff Councillors, chosen by Council from those without a personal conflict.

In discharging its responsibilities for Council appointed and Minister appointed Councillors, the Committee will be joined by the Vice-Chancellor.

6. Term of Appointment
Members are automatically appointed and removed on the assumption of the specified positions.

7. Meetings
The Chancellor (or the Pro-Chancellor in the Chancellor’s absence) will be responsible for arranging meetings when required. There will be at least two meetings a year; one around midyear and the other in December.

8. Management Attendance
The Vice-Chancellor is the only member of management who will normally attend meetings and then only for a portion. The Committee will have the right to invite other members of management, such as the Human Resources Director, where that will assist the Committee to perform its responsibilities.

9. Secretarial Support
The Registrar will provide secretarial support for the Committee when requested and hold a copy of any papers the Committee determines should be held as a record.

10. Authority
The Committee has delegated authority to approve the Vice-Chancellor’s employment contract and annual remuneration.

11. Reporting
The Committee shall report annually to Council on the decisions it has made under its delegated authority.

This report will be made at the first Council meeting following agreement on the annual remuneration review. It will consist of a verbal report by the Chancellor, along the lines of:

"The Vice-Chancellor Review Committee met (twice) with the Vice-Chancellor during (200z). At those meetings the Committee discussed with the Vice-Chancellor her/his assessment of progress against the previously agreed priorities. The Committee then met on its own.

12. Conflicts of Interest
Committee members must declare any real or perceived conflicts of interest in line with the requirements of the University’s Conflicts of Interest Policy.

13. Confidentiality
Committee members have a responsibility to treat all information with appropriate confidentiality. This includes matters tabled or discussed at the Committee meetings, as well as any additional issues that are raised outside meetings.

The public will be excluded from the Council meeting whilst the report is received and discussed and the discussion by Council shall be confined to clarifying the processes employed by the Committee in arriving at its decisions and not the assessments made. The Vice-Chancellor may, unless Council requests otherwise, remain for the report of the Committee and the discussion of the processes followed by the Committee. The information reported to Council remains confidential to Council members until otherwise legally released. The Chancellor is the sole delegated Council spokesperson on the Vice-Chancellor’s remuneration and performance.

[1] See para 5.
[2] See para 5.
* or, in exceptional circumstances, an alternate approved by Council for a specified term.

Ex-officio members
Chancellor
Pro-Chancellor
Chair - Finance Committee
Chair - Audit and Risk Committee.