Guidance

The TRA Remuneration Committee: Terms of Reference

Updated 17 December 2024

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This publication is available at https://www.gov.uk/government/publications/tra-remuneration-committee-terms-of-reference/the-tra-remuneration-committee-terms-of-reference

1. Purpose 

The Remuneration Committee has responsibility to make final recommendations to the Secretary of State on all aspects of remuneration decisions for the TRA’s senior public servant appointments.  The recommendations will follow public sector pay guidance and HM Treasury guidance on the approval of senior pay.

The Remuneration Committee will also provide a strategic steer to the Executive Committee on pay issues relating to the TRA’s non-senior public servants.

2. Membership

The membership of the Remuneration Committee consists of a maximum of four members:

  • The Chair of the Committee;
  • Two Non-Executive Board Members; and
  • Up to one Independent Member

The quorum of the Committee is two members. In the absence of the Chair, another non-executive member of the Committee will act as Chair for that meeting.  

3. Attendance

Remuneration Committee meetings will be attended by:

  • The Head of the People Team; and
  • The Chief Executive, for matters related to the remuneration of senior public servants’ (excluding themselves) and the pay of the TRA’s non-senior public servants.

4. Responsibilities

To act on behalf of the TRA to:

  • ensure the TRA’s senior public servants are rewarded fairly and according to their contribution to the TRA, both in achieving their objectives and in developing their competencies, skills and knowledge;
  • determine the remuneration package of the Chief Executive, Director of Corporate Services, General Counsel, Investigations Delivery Director, Chief Economist, Director of Communications and External Affairs and equivalents. The remuneration package of those who are executive members of the Board (Chief Executive, Director of Corporate Services, General Counsel) must be approved by the Secretary of State;
  • determine the performance tranche and, where applicable, bonus distribution for the TRA’s senior public servants, taking account of the TRA’s overall performance and recommendations of line managers;
  • consider the succession planning strategy for senior leadership posts in the TRA;
  • provide a strategic steer to the Executive Committee on pay issues relating to the TRA’s non-senior public servants; and
  • have due regard, in exercising the Committee’s responsibilities, to equal opportunities and the requirements of equalities legislation.

5. Meetings 

The Remuneration Committee will meet once a year. The Chair of the Committee may convene additional meetings, as they deem necessary. A secretariat function will be provided to the Committee.

The Committee may ask any other official of the TRA to attend to assist it with its discussions on any matter.

6. Reporting and effectiveness

The Remuneration Committee will formally reportto the TRA Board and Accounting Officer after each meeting.

The Remuneration Committee will undertake a periodic evaluation of its performance in line with corporate governance best practice.

7. Declaration of Interest

If a member has a personal interest in any agenda item, they should notify the Chair (or another member in the case of the Chair having an interest) in advance of the meeting and declare the nature of the interest at the meeting before the matter is discussed.

In accordance with the provisions of the Code of Conduct, the Chair will decide whether the member may remain present at the meeting for the discussion on that item and any decision taken. The minutes of the meeting should record the declaration of interest, its nature and whether the individual concerned left the room for the discussion.

8. Conduct

Members of RemCo must, in carrying out their respective responsibilities, work to the highest personal and professional standards and will:

When handling information either provided or created in the course of the TRA’s work, members must comply with the TRA’s information security policies, procedures and guidance and ensure that the confidentiality of the information is maintained and that it is protected from unauthorized disclosure or access.

Members should raise any concerns that they have about the propriety of the RemCo or any member confidentially with the RemCo Chair. Members should raise any concerns that they have about the propriety of the RemCo Chair with the Senior Independent Director.

9. Transparency

The TRA is committed to openness and transparency in relation to the conduct of its affairs and is subject to the provisions of the Freedom of Information Act 2000. Information about the Board and its committees can be found on the TRA gov.uk page. Members must act in accordance with the TRA Code of Conduct and policies related to it.

Version 2.0 

4 November 2024

Version number Date of update Owner Summary of changes
1.0 1 June 2021 Board Secretary First version.
2.0 4 November 2024 Board Secretary Amendment to membership composition and other minor amendments.
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