The HALO Trust (the Charity)
Terms of Reference
established in accordance with article 27 of the Articles of Association
1 Overall responsibility
1.1 To take delegated responsibility on behalf of the Board for overseeing the remuneration of the Chief Executive and advising as appropriate on the Charity’s remuneration levels in general.
2 Composition, attendees, quorum and reporting
2.1 The Remuneration Committee will consist of not less than three members appointed by the Board, who must be Trustees. Other members (who need not be Trustees) with appropriate skills and expertise may be appointed to the Committee by the Board.
2.2 The current members of the Remuneration Committee are: Mark Aedy (Chair), Lucía Halpern and Emma Sky, in addition to the Board Chair as an ex-officio member of the Committee.
2.3 Unless otherwise determined by the Board, the Chair of the Remuneration Committee shall be elected by the Committee from the members of the Committee.
2.4 Any Trustee not being a member of the Remuneration Committee may attend a meeting of the Remuneration Committee with the prior agreement of the Committee Chair.
2.5 The Chief Executive, and such other members of senior management as the Remuneration Committee Chair may require, may be invited to attend meetings of the Committee. However, the Chief Executive shall not attend any meetings which pertain to his/her own appraisal or remuneration package.
2.6 Until otherwise determined by the Board, a quorum shall consist of two members of the Committee of which one must be a Trustee.
2.7 The Remuneration Committee shall meet at least twice per year and report as appropriate to the Board, or as required by the Board.
2.8 The Remuneration Committee is authorised to obtain appropriate external legal and other professional advice in order to fulfil its responsibility to the Board.
3 Main duties
3.1 Regularly to review the Charity’s remuneration policy and ensure compliance with any relevant directions.
3.2 To ensure that salaries, including those of senior management, are awarded within the overall annual budget agreed by the Board and in accordance with the remuneration levels of comparable organisations.
3.3 Within the overall budget agreed by the Board, to set the remuneration of the Chief Executive including, where appropriate, provisions for other benefits.
3.4 To monitor and evaluate the performance of the Chief Executive.
3.5 To advise on and oversee appropriate contractual arrangements for the Chief Executive and senior management, including arrangements for termination of employment and the proper calculation and scrutiny of termination payments.
3.6 To provide counsel to the Chief Executive on talent issues and questions in general as they arise.
4.1 All Remuneration Committee members should have regard to the confidential nature of some or all of the matters to be discussed in their role as a Remuneration Committee member. All attendees are required to respect that confidentiality; it should be assumed that members shall not disseminate confidential papers or repeat confidential discussions without the express authority of the Committee Chair.
4.2 If any Remuneration Committee member considers that, due to a conflict of interest or loyalty, they are not able to adhere to their duty of confidentiality, they should notify the Committee Chair immediately, return any papers which they have received and absent themselves from any discussion on the relevant matter.
4.3 The Remuneration Committee members shall adhere to the terms of the Board’s Conflicts of Interest Policy, as amended from time to time.
4.4 Subject to the confidentiality provisions in paragraph 4.1 above, to provide minutes of all Remuneration Committee meetings for review, as appropriate, at meetings of the Board and ensure that all acts and proceedings of the Committee are reported fully and promptly within the current quarterly Board cycle of the relevant meeting.
4.5 To review annually the Committee’s terms of reference and its own effectiveness and to recommend any changes to the Board.
Approved by the Board: [Insert Date] Effective from: [Insert date]