Vice-Chancellor's Review Committee

Terms of reference

The Vice-Chancellor Review 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 13.12.2010. The terms of reference for the Vice-Chancellor Review Committee replace those approved by Council 20.08.2007.

1. Purpose
The purpose of the Vice-Chancellor Review Committee is to oversee the employment interface between Council and the Vice-Chancellor, and such other Council matters that require privacy and personal interface.

2. Responsibilities
The Vice-Chancellor Review Committee is responsible for:

  • agreeing the employment agreement or variations thereof with the Vice-Chancellor (with assistance from the Registrar and legal counsel),
  • determining the annual remuneration level for the Vice-Chancellor,
  • obtaining the State Services Commissioner’s agreement to the employment contract or variations thereof and the remuneration of the Vice-Chancellor,
  • determining the annual performance objectives of the Vice-Chancellor,
  • assessing the Vice-Chancellor’s performance against the agreed objectives and providing feed-back to the Vice-Chancellor on his/her performance,
  • providing any mentoring or support that the Vice-Chancellor might desire,
  • recommending to Council the renewal, non-renewal or termination of employment of the Vice-Chancellor,
  • implementing any such decision of Council,
  • handling the recruitment process for a potential new Vice-Chancellor, including determination of a short list for Council consideration[1],
  • reviewing the performance of Council-appointed Councillors[2],
  • determining the availability of potential Council appointees to Council and recommending to Council re-appointments or new appointments, and
  • interfacing with the Tertiary Education Commission and/or the Minister of Tertiary Education over Ministerial appointments to Council

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

  • 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,
  • at its December meeting determine the proportion of the at risk remuneration and bonus the Vice-Chancellor should receive,
  • convey that decision to the Vice-Chancellor,
  • determine the appropriate remuneration package for the following year. About every three years, 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 and the Deputy Vice-Chancellor on Council.

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 mid-year 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 access other members of management, such as the Registrar, 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 his assessment of progress against the previously agreed priorities. The Committee then met on its own.
For the (200z) calendar year, the Committee awarded the Vice-Chancellor (x)% of his at risk remuneration, and a bonus of $(x). This produced total remuneration (including pension contribution and notional motor vehicle allowance) for the year of $xxx,xxx.The Committee, (with the benefit of external guidance on public and private salaries for comparable positions), set the Vice-Chancellor’s (200y) fixed and at risk remuneration at $yyy,yyy.
There were (no) changes in the structure of the remuneration package.The Committee’s decisions were agreed to by the State Services Commissioner."

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.

Committee members and term of office

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