Senior Remuneration Committee


Terms of Reference

Approved by Council - 31 October 2023

1. Purpose

1.1 The Senior Remuneration Committee ("Committee") is a Committee appointed by, and accountable to, the University Council ("Council").

1.2 The principal purpose of the Committee is to assist Council to fulfil its legislative and governance responsibilities with regard to employment and/or remuneration matters of the Vice Chancellor, senior staff and specified members of Council as referenced in section 4.

2. Authority

2.1 The Committee has delegated authority from Council to perform activities within the scope of the responsibilities set out in these Terms of Reference and to make appropriate recommendations to Council.

3. Membership

3.1 The Committee shall be appointed by Council and shall comprise:

3.1.1 Chancellor (Chair);
3.1.2 Deputy Chancellor; and
3.1.3 Pro Chancellor.

3.2 If any of the above positions are vacant Council may appoint an external member of Council to the Committee. The term of the temporary appointment will expire when the vacant position is filled or as otherwise determined by Council.

3.3 The following University of South Australia employees are in attendance only:

3.3.1 Vice Chancellor;
3.3.2 Executive Director: People, Talent and Culture; and
3.3.3 Executive Officer: Senior Manager Remuneration and Reward.

3.4 The composition of the Committee will be reviewed biennially by the Committee to ensure there is an appropriate balance of expertise, skills and experience to be able to discharge the Committee's responsibilities.

4. Role of the Committee

4.1 Within the University's approved governance framework, the Committee is responsible for:

4.1.1 Reviewing and approving the remuneration package and employment terms and conditions for the Vice Chancellor;

4.1.2 Considering and, if appropriate, approving adjustments to the Vice Chancellor's conditions of employment and remuneration, including the personal component of the Vice Chancellor's performance related bonus payment;

4.1.3 Formally advising Council when the Vice Chancellor's annual performance review has been conducted by the Chancellor, and when there have been changes to the Vice Chancellor's remuneration and/or employment terms and conditions;

4.1.4 Receiving and reviewing the work value points and associated remuneration ranges of all senior staff positions in the University on an annual basis, including any substantive changes to the work value points and the associated remuneration range. If by exception, appointment to a role is made above the remuneration range for the associated work value this will be advised to the Committee with the supporting rationale;

4.1.5 Receiving advice and recommendations from the Vice Chancellor during deliberations on remuneration ranges for senior staff (other than the Vice Chancellor) and corporate performance;

4.1.6 Reviewing general market remuneration movements, and the University's financial position, to determine on an annual basis whether a general increase will be applied to the base salary of all senior staff in accordance with the Senior Staff Remuneration Guidelines;

4.1.7 Reviewing and approving the annual corporate key performance indicators (KPIs) for the purposes of the University's Performance Pay for Senior Staff Scheme;

4.1.8 Determining and approving the award for the corporate performance component of the annual Performance Pay for Senior Staff Scheme;

4.1.9 Considering ad hoc remuneration payments, incentives or material benefits for the Vice Chancellor and senior management as applicable;

4.1.10 Reviewing and approving the senior staff annual Business Travel Contribution on a biennial basis to ensure it is consistent with senior staff contractual terms and is otherwise fair and reasonable;

4.1.11 Reviewing proposed public disclosures of senior staff or Council remuneration arrangements (including Annual Report disclosures);

4.1.12 Reviewing and setting remuneration for Council members, being the Chancellor and non-staff Council members, on a biennial basis;

4.1.13 Receiving and reviewing a summary of the University's key cultural indicators indicators twice a year[1];

4.1.14 Promoting the University's responsibilities for equality and diversity by ensuring that relevant issues are given full consideration in all matters relating to the remuneration of senior staff falling within the remit of the Senior Remuneration Committee;

4.1.15 Receving advice and/or reports from the Vice Chancellor on the applicable Industrial Instruments as they impact on remuneration and provide counsel to the Vice Chancellor on this matter;

4.1.16 Considering succession planning for the Vice Chancellor and having oversight of succession planning for key senior management positions, specifically direct reports to the Vice Chancellor; and

4.1.17 Any other matters as required by Council or in response to or required by legislative or other Government initiated change as appropriate.

4.2 For the purposes of this section senior staff means staff employed by the University in the capacity of, or with equivalent level of responsibility to, staff employed as members of the Enterprise Leadership Team, Executive Deans, Deans of Programs, Deans of Research, Directors of Research Institutes, Executive Directors, Pro Vice Chancellors, Directors of central administrative support units.

5. Meetings

5.1 The Committee shall meet at least three times a year or more frequently as required;

5.2 A quorum for a Committee meeting is two members;

5.3 The Chair of the Senior Remunation Committee may invite non-Committee members to attend part or all of any Committee meeting. The Committee may ask subject matter experts to present at Committee meetings on issues relevant to the Committee's duties and responsibilities;

5.4 Copies of Committee papers and reports, together with minutes of each Committee meeting, will be circulated to all[2] Committee members. Papers will be circulated in advance where possible;

5.5 The People, Talent and Culture Unit is responsible for providing Executive Officer support for Committee meetings; and

5.6 Members’ and attendees' attention is drawn to the need for absolute confidentiality of all papers, noting Council will provide a secure disposal service for any materials or reports considered in hard copy.

5.7 A matter may be dealt with out of session, as determined by the Committee Chair. An out of session paper may be considered and responded to by electronic means. A decision of a member will be effective if conveyed in writing via email or other written means to the Committee Chair or the Executive Officer. Any decision made out of session will be reported on and minuted at the next scheduled meeting of the Committee.

6. Reporting

6.1 The Committee Chair will advise Council at the next Council meeting of any decisions made by the Committee; and

6.2 The Committee Chair will provide an annual written report to Council on the key matters discussed and the proceedings of the Committee.

7. Review and Evaluation

7.1 The Committee shall biennially review its Terms of Reference and may recommend to Council any amendments to its Terms of Reference.


[1] Noting the University presently monitors institutional culture on a triennial basis through the independently administered Denison Organisational Culture Survey, the results of which are provided to Council along with the areas of focus the University commits to address.

[2] The Vice Chancellor will receive copies of Committee papers (agenda, minutes, reports) with any confidential Committee business related to the Vice Chancellor’s individual employment arrangements redacted.

Approved by Council - 31 October 2023

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