REMUNERATION COMMITTEE: TERMS OF REFERENCE AND REMUNERATION FOR SENIOR POST HOLDERS POLICY

1. Background

1.1. These terms of reference (‘TOR’) acknowledge the Articles of Association (as amended on 21 September 2022; the ‘Articles’) of Great Britain Wheelchair Rugby Limited (‘GBWR’ or ‘the company’ or ‘the charity’) which determine that the charity shall have a remuneration committee (Article 9.1.2).
1.2. All references to trustees are to be interpreted as equivalent references to directors.
1.3. These terms of reference also acknowledge the principles set out in the Code for Sports Governance (the ‘Code’), as published December 2021, which states at principle 2.13 that:
“Remuneration of Directors and employees, if any, shall be determined in accordance with a formal, approved procedure”.
1.4. The Code further provides at principle 4.5 that:
“The Code of Conduct, terms of reference and other policies relating to the Board and its Committees shall be regularly reviewed and maintained.”.

2. Committee membership

2.1. The members of the remuneration committee (‘RC’) shall comprise:
• the chair of the board of trustees (‘BOT’) (or the senior independent non-executive director, ‘SINED’, if the chair is unavailable) who shall also act as chair of RC;
• the independent non-executive director (‘INED’) trustee with financial oversight responsibilities (or, if he/she is unavailable, another INED Trustee); and
• one other trustee as determined by the BOT.
2.2. The chief executive officer (‘CEO’) will not be a member of the RC but will be in attendance (except where the remuneration of the CEO position is under discussion) and act as secretary. Where the CEO is not in attendance, the head of business operations will be in attendance and act as secretary.
2.3. Membership of the RC shall be reviewed annually by the BOT and confirmed at the subsequent board meeting.

3. Meetings

3.1. Frequency: meetings of the RC shall be held as required, but not less than once a year. Normally this should be in February/March to consider remuneration issues ahead of the start of the new financial year. Meetings may be held in person or via digital platforms.
3.2. Right to attend: the chair may invite other trustees or GBWR staff to attend RC meetings, if their input is considered necessary for RC’s decision-taking, but such invitees shall not have a vote in the meeting.
3.3. Notice: meetings of the RC shall be summoned by the secretary at the request of the chair or any two of its members. Unless otherwise agreed, notice of each meeting confirming the venue, time, and date together with an agenda of items to be discussed, shall be forwarded to each member of the RC and any other person required to attend, no later than five working days before the date of the meeting. Supporting papers shall be sent to RC members and to other attendees as appropriate, at the same time. Copies of the papers will be made available to the other members of the BOT on request.
3.4. Quorum: the quorum necessary for the transaction of business shall be two members. A duly convened meeting of the RC at which a quorum is present shall be competent to exercise all or any of the authorities, powers, and discretions vested in or exercisable by the RC.
3.5. Chair: in the absence of the appointed chair, or the SINED if the chair is unavailable, the remaining members present shall elect one of themselves to chair the meeting.
3.6. Minutes: the secretary of the RC shall minute the proceedings and decisions of all RC meetings, including the names of those present and in attendance. Minutes of RC meetings shall be circulated promptly to all members of the RC and, once agreed, made available to all members of the BOT, unless a conflict of interest exists for any of them. Owing to the nature of the RC’s business, minutes of RC meetings shall be considered confidential, although relevant information on RC decisions may be published where required: eg in GBWR’s annual report and financial statements.
3.7. Voting: each member of the RC shall have one vote which may be cast on matters considered at the meeting. Votes can only be cast by members attending a meeting of the RC, whether physically or by electronic means. The preferences of absent members of the RC should however also be taken into account where these have been expressed in advance of the meeting, and it is the responsibility of absent members of the RC to express these preferences to the chair, or the chair of the meeting. In instance of a tied vote, the committee chair, including any chair elected for the meeting, shall have the deciding vote.

4. Duties

4.1. The RC shall:
4.2. determine, and agree with the board, the framework policy for setting remuneration, including for the CEO and the senior leadership team (SLT):
• Within the framework policy, the CEO will have delegated authority to set the remuneration of staff and/or contractors below the level of the SLT
4.3. ensure that the total remuneration package available is not excessive:
• In determining policy on remuneration, the objective of such policy shall be to ensure that levels of remuneration are sufficient to attract, retain, and motivate a CEO and SLT of the calibre required to run GBWR successfully and that incentives are provided as appropriate to encourage enhanced performance and to reward, in a fair and responsible manner, the individual contributions of the SLT to the success of GBWR; the secretary is responsible for ensuring the RC is made aware of any funding for particular posts which is provided by external funders: eg Sport England and UK Sport
4.4. have regard for GBWR’s equality, diversity, and inclusion objectives, ensuring that remuneration packages are determined in a manner which provides for parity regardless of gender, ethnicity, or other factors unrelated to an individual’s suitability for, or performance in , a given role; the RC should also give consideration to features of the remuneration package, including, for example, parental leave and pay provision, to ensure all employees and prospective employees have equal opportunities to succeed in the workplace;
4.5. keep under review the appropriateness and relevance of the remuneration policy;
4.6. have delegated responsibility for setting the total individual remuneration package of all SLT members including, where appropriate, pension rights and any bonuses and incentive payments;
4.7. recommend and monitor the level and structure of remuneration for the SLT whilst having regard to the pension and National Insurance consequences and associated costs to GBWR of applicable remuneration;
4.8. determine GBWR policy in relation to compensation agreed to be paid to the SLT in connection with early termination of employment;
4.9. ensure that contractual terms on termination, and any payments made, are fair to the individual and GBWR, that failure is not rewarded, and that the duty to mitigate loss is fully recognised;
4.10. approve any proposed performance-related pay or bonus schemes, including those for senior performance staff eg GB head coach;
4.11. determine the policy for and scope of pension arrangements for all GBWR employees; and
4.12. consider other matters as referred to the RC by the board.

5. Performance evaluation

5.1. The RC shall, at a minimum of once per two-year period, review its own performance, membership structure, and terms of reference to ensure that it is operating at maximum effectiveness and recommend any changes it considers necessary to the BOT for approval.

6. Reporting responsibilities

6.1. The RC chair shall report formally to the board on its proceedings after each meeting on all matters within its duties and responsibilities. The RC shall make whatever recommendations to the BOT it deems appropriate on any area within its remit where action or improvement is needed.

7. Authority and powers

7.1. The RC is authorised by the BOT to seek any information it requires from any employee of the company in order to perform its duties.

V004 approved by the GBWR Board of Trustees at the meeting held 19 September 2024.

To be reviewed by the GBWR Board of Trustees September 2026.