People and Remuneration Committee Terms of Reference

1. Constitution

The People & Remuneration and Nominations Committee is formally established as a Committee of the NHS Counter Fraud Authority Board. The Board will determine its terms of reference and any delegated authority.

2. Membership

The Committee will comprise of three Non-Executive Members of the Board, one of whom will be appointed as Chair of the Committee.

Good governance dictates that whole committee decision making should be mandated where possible. Where the full committee is not available or could not be convened at speed, it will operate with a quorum as per this Terms of Reference.

The Committee shall be quorate providing there are 2 members present.

Urgent or business critical decisions may be made through a specific alternative mechanism; this will be known as ‘Chair’s Action. This is a formal process delegated to the Committee Chair to make decisions in urgent or business critical situations outside the formal meeting cycle. This delegation is subject to the following conditions:

• Chair’s actions should be used sparingly and only as a last resort.
• A full explanation of the decision, why it was urgent or business critical, and who has been consulted should be provided to the Board Secretary via the agreed template for corporate records.
• The delegated person must consult at least one other board member before making the decision. This may be via electronic/telephony means. Approval should be recorded in writing and include written approval from the Chair of the Board.
• A full explanation of the decision, why it was urgent or business critical, and who was consulted should be recorded by the Board Secretary via the agreed template
• All emergency/urgent decisions must be formally reported at the next meeting of the board/committee under Matters Arising.
• All decisions must be made in accordance with the following documents: NHSCFA Standing Orders; NHSCFA Standing Financial Instructions; NHSCFA Matters Reserved for the Board.
• An annual report of all Chair’s Actions should be presented to the Board on an annual basis.

Details of the membership shall be given in the NHSCFA’s Annual Report.

3. Attendance

In addition to the members, it is expected the Chief Executive and Director of Finance, Board Secretary, and Associate Director of People and Workforce Development shall normally attend meetings of the Committee. Other Executive Directors or NHSCFA staff may be invited to attend for specific items.

Neither the Chief Executive nor any Executive Director shall be present during discussions in relation to their own remuneration, performance and terms of service.

4. Frequency

The Committee shall meet virtually as required but no less than twice in a financial year. Additional meetings can be called as required by the Chair of the Committee. Face to face meetings will be held when specifically proposed by the Chair and agreed by members.

5. Duties

People: The Committee shall:

review and discuss the workforce data and highlight to the Board key areas to note.

review and discuss the findings from the workforce Spotlight Surveys, highlight to the Board key areas to note and review progress against the associated action plan.

review and discuss the People and Workforce Development Strategy and implementation at least annually.

support the embedding of the CFA LIFE principles and Values and Behaviour framework.

advise the Board on the effectiveness of systems for identifying and developing leadership and high potential within the workforce.

Remuneration and Terms of Service: The Committee shall:

In line with the NHS Executive Senior Manager (ESM) Pay Framework and other relevant guidance issued by the Department of Health & Social Care (DHSC), determine the remuneration and other contractual arrangements for the Chief Executive and Executive Directors. This should ensure that they are fairly rewarded, and their terms of service are competitive and value for money.

In line with current Pay Framework guidance, prior to submission to the DHSC Remuneration Committee, review the remuneration and contractual arrangements for other senior manager posts evaluated under Agenda for Change which attract a salary over £150k. Such sum will include recruitment and retention or additional responsibilities allowance. This applies to permanent, fixed term and interim appointments. The Committee will also review annually all salaries over £150k including those posts which are taken above £150k by the application of recruitment and retention premia.

For the avoidance of doubt, seek prior approval via a business case from the DHSC Remuneration Committee for:

• the salaries and appointment of the Chief Executive and Executive Directors
• all posts that attract a salary of £150k and above
• all new ESM posts
• all new posts, ESM/Agenda for Change (AfC) (or equivalent) that attract a salary over £150k (including Recruitment and Retention Premia (RRP)/Additional Responsibilities Allowance (ARA)), this covers permanent, fixed term and interim appointments
• all requests for use of RRP for ESM posts up to 10% (if RRP exceeds 10% the case will require both DHSC Remuneration Committee and Chief Secretary to the Treasury approval)
• RRP for Agenda for Change posts only if RRP takes the salary over £150k.

Within the guidelines established by the DHSC, agree performance bonuses and any additional responsibilities payments for the Chief Executive and Executive Directors.

Ensure adequate arrangements are in place for the Chair of the Board to evaluate the performance of the Chief Executive and for the Chief Executive to evaluate the performance of Executive Directors in line with the NHSCFA Optimising Performance & Development framework and LIFE Values & Behaviours framework.

In line with DHSC guidance, oversee and advise the Board on termination and severance arrangements in relation to the Chief Executive and Executive Directors.

In accordance with the DHSC delegated limits to ALBs, in advance of submission to the DHSC HR Governance and Assurance Committee (GAC), approve:

• all redundancies
• all payments in Lieu of Notice (PILON).

The Committee will also receive all other submissions to GAC for information.

Ensure appropriate details of Board Members’ remuneration and other benefits are accurately published in the Annual Report.

Review the skills and experience of Board members prior to recruitment and report findings to the Chair to support recruitment and orderly succession of appointments.

Nominations: The Committee shall:

as appropriate review and make recommendations to the Board with regard to any changes to the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board, both executive and non-executive, to ensure the continued ability of the organisation to deliver its strategic objectives.

offer suitable advice and information to support the process operated by the DHSC for the appointment (or proposed re-appointment) of the Chair or Non-Executive Members of the Board.

in line with the requirements set out in Statutory Instruments 2017 No 958 & 960 and The Counter Fraud Authority Directions work with the NHSCFA Chief Executive, to identify and nominate for the approval of the Board, candidates to fill executive Board vacancies as and when they arise. When appointing to the role of Chief Executive, the Committee will support the Chair of the Board as necessary.

6. Reporting

The Chair of the Committee shall report on the business of the Committee at the next formal Board meeting and a copy of the confirmed minutes shall be submitted for inclusion with Board papers. In the event of the minutes containing confidential information this shall be redacted.

The Committee shall undertake an assessment of its effectiveness each year and submit to the Board.

7. Review

The Committee will review its Terms of Reference annually.

The Committee shall submit the Terms of Reference for approval to the Board.

TORs were reviewed and agreed by the Board 31 March 2025