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Governance, Nominations and Remuneration Committee Charter

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Section 1 - Purpose

(1) Governance, Nominations and Remuneration Committee provides support and advice to Council to ensure Council's governance responsibilities are carried out effectively.

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Section 2 - Accountability

(2) Governance, Nominations and Remuneration Committee is a governance committee accountable to QUT Council.

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Section 3 - Responsibilities

(3) Governance, Nominations and Remuneration Committee undertakes the following responsibilities:

  1. Governance:
    1. on referral from Council, Chancellor, or Vice-Chancellor and President, advises on matters related to the business of Council, and where appropriate develops proposals for consideration by Council or Council committees.
    2. recommends to Council the process (including appropriate timeframes) for the selection and appointment of the Chancellor.
    3. recommends to Council the process (including appropriate timeframes) for the selection and appointment of the Vice-Chancellor and President.
    4. determines reimbursement of expenses to Council members if a question arises as to the reasonableness of any expenses incurred, or whether an expense was incurred in the performance of a member's duties.
  2. Nominations:
    1. nominates prospective members of Council to relevant appointment authorities, following consultation with Council and the senior staff of the University as appropriate.
    2. develops and monitors an appropriate succession plan for membership of Council and its committees.
  3. Remuneration:
    1. determines the remuneration of the Chancellor, Deputy Chancellor, Council members and other external Council committee members.
    2. reviews, and approves  the remuneration and conditions of the Vice-Chancellor and President to ensure that these are competitive and commensurate with the responsibilities of the office, and performance.
    3. reviews the recommendations from the Vice-Chancellor and President regarding the Annual General Market Review for senior staff (SSG levels) and makes a final decision on any increase(s) to ensure these are competitive and commensurate with senior staff members' responsibilities and performance.
    4. endorses the performance objectives of the Vice-Chancellor and President and approves performance pay of the Vice-Chancellor and President.
    5. approves performance pay for the Vice-Chancellor and President's eligible direct reports at level SSGE, in accordance with the Remuneration for Senior Staff Policy.
    6. Decisions of the Governance, Nominations and Remuneration Committee are final.
  4. Honorary Doctorates:
    1. recommends candidates for the award of Doctor of the University (DUniv) to QUT Council.
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Section 4 - Delegations

(4) Determines the remuneration of the Chancellor, Deputy Chancellor and other Council members.

(5) Approves the remuneration and conditions of the Vice-Chancellor and President.

(6) Approves performance pay for the Vice-Chancellor and President.

(7) Approves performance pay for the Vice-Chancellor and President's eligible senior staff direct reports in the SSGE range.

(8) Approves reimbursement of Council member expenses where the claim is referred to the committee.

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Section 5 - Membership

(9)  Membership categories:

  1. Chancellor ex officio as Chair;
  2. Deputy Chancellor ex officio;
  3. Two external members of Council appointed by Council;
  4. Vice-Chancellor and President ex officio.

(10) Any conflicts with Committee business will be disclosed by members and managed in accordance with the Conflict of Interest Policy and clauses (69-71), Council Procedure 1 - Committee Operations. Any member who has declared an interest in agenda items regarding appointment or reappointment, remuneration and conditions will not be present for the associated item at Governance, Nominations and Remuneration Committee.

(11) Terms of office, membership vacancies and membership balance are detailed in section 3 of Council Procedure 1 - Committee Operations. Nominated members of the Committee serve a term of office of up to two years. The length of a nominated member’s term of office is recommended to the nominator by the Chair, on advice from the Secretariat.

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Section 6 - Meeting Frequency

(12) Governance, Nominations and Remuneration Committee meets at least three times a year.

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Section 7 - Reporting

(13) Following each meeting, Governance, Nominations and Remuneration Committee reports to the next meeting of Council.

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Section 8 - Procedures

(14) Governance, Nominations and Remuneration Committee operates in accordance with Council Procedure 1 - Committee Operations.

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Section 9 - Secretariat

(15) The Secretary to Council is the secretary of Governance, Nominations and Remuneration Committee.