Trustee board

Professor Mike Holmes, Chair of Trustees

Professor Mike Holmes is the chair of the trustee board. He has been a GP Partner for over 20 years and works in a large practice caring for almost 100,000 patients across York, Hull and Scarborough.

He chairs a GP owned Provider Organisation in York, bringing together all practices in the city of York caring for a population of 250,000 people and delivering services at scale in conjunction with multisector stakeholders in areas such as Urgent Care, Community Diagnostics and Community Services. He provides the General Practice voice at Place level within his ICS and is part of the ICS Primary Care Collaborative.

Mike has previously served as a Vice Chair (Membership and International) at the Royal College of General Practitioners (2018-21). He contributed to the College’s Health and Wellbeing offer during the pandemic and in particular the offers developed for all those working in Primary Care by NHSE.

He holds a number of other roles; He is an Honorary Professor in the Department of Health Sciences at the University of York and a Trustee at St Leonard’s Hospice in York.

Committee memberships: Remuneration Committee

• Professor Mike Holmes: Declaration of interests form including conflicts of interest (PDF file, 417 KB)

Professor Kamila Hawthorne MBE, Chair of Council (ex officio)

Kamila has been a GP for 34 years, with 27 of them spent working in South Wales. She qualified from Somerville College, Oxford, in 1984, and completed her GP training in Nottingham in 1988. Kamila was Head of the Graduate Entry Medicine Programme at Swansea University and is on the Trustee Boards of the Kings Fund, and Moondance Cancer Initiative. She is also a Bevan Commissioner and a Fellow of the Learned Society of Wales.

Kamila has a deep interest in medical education, and believes that we should be training excellent, caring and inclusive clinicians, for a global society. She is passionate about the role of GPs in patient care and as advocates for patients.

Her research and clinical working interests have been in health inequalities and access to health services, (her MD was based on working with BAME patient groups with Type 2 diabetes in Nottingham, Manchester and Cardiff). With wide experience of general practice and running community projects in diabetes and heart disease, she has been named ‘GP of the Year’ twice and was awarded an MBE in 2017 for services to General Practice.

• Professor Kamila Hawthorne: Declaration of interests form including conflicts of interest (PDF file, 213 KB)

Dr Steve Mowle MBE, Honorary Treasurer (ex officio)

As Honorary Treasurer, Dr Mowle has responsibility for all matters relating to the College finances. He was Vice Chair of the RCGP from 2011-13. He was the lead officer for Commissioning, GP Nursing, the RCGP Annual National Conference, Patient and Carer Partnership Group and the GPC. He has also previously chaired South London Faculty Board and RCGP London.

He trained in Wales and has been a GP Partner at the Hetherington Group Practice in South London since 2000. Dr Mowle has held a number of different educational roles. These include GP Trainer, Programme Director and most recently Associate Dean for HEE, with lead roles around recruitment and supporting trainees in need of support. He currently works as an RCGP International Tutor in South Africa.

Committee memberships: Planning and Resources Committee (chair), Remuneration Committee

• Dr Steve Mowle: Declaration of interests form including conflicts of interest (PDF file, 193 KB)

Dr Michael Mulholland, Honorary Secretary (ex officio)

Michael Mulholland is a GP at Unity Health a 4-site practice for 23,000 patients across the Buckinghamshire and Oxfordshire border where he has practised for over 20 years.

He is an active GP trainer and has interest in medical education having an MSc in Medical Education. He has previously held roles in Health Education working on the development of the multi-professional workforce. He was also an Associate GP Dean with a particular interest in scaling Quality Improvement initiatives in primary care.

Within the RCGP he has had roles ranging from Chair and Council Rep of Thames Valley Faculty, to being part of the GP at Scale and Regional Ambassador programmes. He was elected to national roles firstly as Vice Chair (Professional Development) and now Honorary Secretary.

The role of Honorary Secretary involves holding officer responsibility for both internal RCGP governance and representing the professional standards of General Practice externally.

Committee memberships: Governance Committee (chair)

• Dr Michael Mulholland: Declaration of interests form including conflicts of interest (PDF file, 330 KB)

Dr Waqar Ahmed, Member Trustee

Dr Waqar Ahmed has represented the Northern Ireland Faculty Board on UK Council since 2017. He also sits on RCGP NI Council as a sessional doctors' representative. He is a committee member of the Shared Island Initiative, which supports research across the island of Ireland. Dr Ahmed has experience of working as a GP in the Northern Ireland prison service.

As well as being a GP, he works as an actor and comedian. He has taught comedy workshops to GP trainer and leadership groups across the UK for the last nine years.

Committee memberships: Audit and Risk Committee

• Dr Waqar Ahmed: Declaration of interests form including conflicts of interest (PDF file, 115 KB)

Dr Sonali Kinra, Member Trustee

Dr Sonali Kinra is a GP and Trustee Board member of the Royal College of General Practitioners. She completed her undergraduate training in India, moved to England in 2004, and began practicing as a GP in 2008 after gaining her MRCP and MRCGP.

She has held multiple clinical leadership roles across NHS at system and national level improving patient and staff experience and outcomes. She is currently working as Deputy Medical Director at North Central London Integrated Care Board and continues to practice as a portfolio GP in North Central London

Sonali’s commitment to workforce equity and improved accessibility to excellent healthcare has been recognized with the Professional excellence Award 2021 by the British Association of Physicians of Indian Origin and in her inclusion on the Health Service Journal’s 2022 Rising start list of 50 most influential BAME people in health.

Committee memberships: Planning and Resources Committee, Nominations Committee

• Dr Sonali Kinra: Declaration of interests form including conflicts of interest (PDF file, 289 KB)

Dr Imran Rafi MBE, Member Trustee

Dr Rafi is an experienced GP Principal having been in practice for over 20 years. Imran has been Chair / Joint Medical Director RCGP Clinical Innovation and Research. 2009-2018 with Dr Matt Hoghton. This covered overseeing quality improvement, research and managing clinical priority projects. He is a nationally elected representative on RCGP council and has previously been a member of the RCGP Committee of Medical Ethics and a member of the trustee board for HQIP. Currently joint clinical champion for Genomics with Dr Jude Hayward. He completed a Master of Studies (MSt) in Genomics, University of Cambridge 2017.

Committee memberships: Planning and Resources Committee

• Dr Imran Rafi: Declaration of interests form including conflicts of interest (PDF file, 145 KB)

Ian Wilson, Independent Trustee

Ian is a Fellow of the Institute of Chartered Accountants in England and Wales, and an accredited professional Pension Trustee. He has over 30 years of experience working with global blue-chip companies, including various Finance Director roles. He has led large multi-functional business services organisations for internal customers in the private and public sectors.

Ian now focuses on Non-Executive Director and Pension Trustee roles. He is currently a Non-Executive Director at the Department Work and Pensions Audit and Risk Committee and the Government Actuary’s Department. He chairs the Trustee Board of a UK top 50 pension fund and is a Trustee with the Church of England Pension Board. He is also on the Council at Royal Holloway, University of London where he chairs the Finance Committee. He also has previous experience as a Non-Executive Director with the NHS and Ministry of Defence.

Ian holds an MA in Natural Sciences from the University of Cambridge and is also an alumnus of London Business School.

Committee memberships: Audit and Risk Committee

• Ian Wilson: Declarations of interests form including conflicts of interest (PDF file, 222 KB)

Dr Thomas Patel Campbell, Member Trustee 

Dr Thomas Patel Campbell is a GP Partner in the Haxby Group, a large practice providing care to 95,000 patients, from 13 sites across 3 regions, employing approximately 600 staff. Thomas also sits on the group’s Operational Board as Director of Clinical Operations. In addition, he has a role with his local GP federation as their Digital Transformation Lead. He is the Chair and former Honorary Treasurer of the Humber and the Ridings Faculty and has served on RCGP Council for six years. He was previously a member of the Remuneration Committee, a committee of Trustee Board.

Committee memberships: Governance Committee

• Dr Thomas Patel Campbell: Declaration of interests form including conflicts of interest (PDF file, 144 KB)

Chris Lake, Senior Independent Trustee

Chris is Managing Director of Integrated Development Ltd, leading a network of colleagues who work with individuals, teams and whole organisations as leadership and organisation development consultants. Most of his current client work is board development, executive team coaching and whole-system OD for large NHS trusts. Chris was a member of the executive team that conceived, launched and built the NHS Leadership Academy. There, he led the design and delivery of award-winning national programmes for NHS leaders from first line supervisors and graduate management scheme trainees to aspiring chief executives.

At the RCGP, Chris is our Senior Independent Trustee and Vice Chair of the Trustee Board.

Previously, Chris was Senior Leadership Consultant at The King’s Fund, and Executive MBA Director at Roffey Park where he worked with across public and private sectors and with international groups across Europe and the US. He was associate programme director at the London Business School and his prior commercial and management experience was gained in the retail sector. The focus of Chris' own MBA was leadership and organisation behaviour (especially culture change). Chris is alumnus of the Columbia University (New York) advanced programme in OD and HR and Tavistock Institute practitioner certificate in consulting and change.

Committee memberships: Planning and Resources Committee, Remuneration Committee

• Chris Lake: Declaration of interests form including conflicts of interest (PDF file, 407 KB)

Vicky Sandry, Independent Trustee

Vicky Sandry has three decades of legal experience having qualified as a solicitor in 1995 at the firm of CMS Cameron McKenna. Specialising in competition law and regulation, in 2000 Vicky joined Sky, Europe’s leading media and telecoms company. She held several senior roles at Sky, including most recently as Group General Counsel. A member of the Executive Committee, she led the award-winning legal team and was responsible for all legal and regulatory matters across Sky’s UK and European territories.

Vicky now focusses on Non-Executive Director and trustee roles. She has actively supported diversity and inclusion throughout her career and is the Co-Chair and a Director of Mission Beyond, a social enterprise seeking to help young people underrepresented by socio-economic background to achieve their full potential. Vicky also has a longstanding interest in wellbeing and healthcare. At Sky she was the sponsor of the Body & Mind staff network, supporting the network to raise awareness and encourage the open discussion of disability, mental health and long-term sickness. She chairs the Patient Participation Group at her GP surgery and is a regular volunteer at her local hospital’s emergency department.

Committee memberships: Governance Committee

• Vicky Sandry: Declaration of interests form including conflicts of interest (PDF file, 366 KB)

Maria Coulson, Independent Trustee

Maria Coulson is Managing Director of Ricorda Consultancy, an independently owned professional services company. She supports clients across private, public and third sectors with organisational culture with an emphasis on inclusion and diversity, leadership development, coaching and wellbeing in the workplace.

Maria is a mental health clinician by background and spent her early career in the NHS, as a clinician, senior manager and commissioner. She then moved into consultancy, working at senior level, for a number of years at organisations including Deloitte, before deciding to set up her own business.

She is currently an Independent Member of the Kent Advisory Committee with responsibility for the attraction, recruitment, selection and interviewing of applicants for the magistracy. She also has served on a Magistracy National Steering Group, directing a strategy to support the attraction, recruitment, and retention of diverse magistrates in England and Wales. She has also been an Ambassador for Inclusion and Diversity at the Institute of Directors.

Committee memberships: Nominations Committee

• Maria Coulson: Declaration of interests form including conflicts of interest (PDF file, 148 KB)

• Professor Maureen Baker CBE: Chair
• Ian Wilson: Independent Trustee
• Dr Waqar Ahmed: Member Trustee
• Clifton Melvin: Independent Member
• Dr Ken Lawton: College Member
• Dr Sahadev Swain: College Member

Audit and Risk Committee terms of reference

Accountable to

Trustee Board.

Chair

The Chair of the Audit and Risk Committee may be nominated from amongst the Audit and Risk Committee existing membership or may be an additional member. He/she will be nominated and recommended by the Trustee Board on the basis of personal expertise, will be approved by Council, and whilst will normally be a RCGP member, may come from any suitable source.

Existing College Officers and the Chair of Trustees are ineligible for appointment as Chair of the Audit and Risk Committee.

Membership and appointment

The Audit and Risk Committee will consist of no fewer than 5 Members appointed by Trustee Board of whom:

• At least one Independent Member, external and independent of the College;
• One lay trustee (to be appointed by the Trustee Board);
• One Member Trustee (to be appointed by the Trustee Board);
• Up to two College members who are appointed by the Trustee Board with the agreement of Council.

If possible, one of the two College members so appointed will be drawn from current or recent Faculty or Devolved Council Honorary Treasurers.

Quorum

Three members of the Committee, including the Chair.

Sub-Committees

None.

Terms of membership

The term of each appointment shall be 3 years; renewable for a further term, with the maximum term of appointment 6 years.

Attendance

• The Honorary Treasurer shall be invited to meetings of the Audit Committee.
• The Chief Operating Officer, the Executive Director of Planning & Resources, Head of Finance and such other members of staff, as the Chair may require, shall be in attendance at meetings.
• The external auditors and the internal auditors by invitation only.
• Such other persons as the Chair may require

Overall purpose

To take delegated responsibility on behalf of Trustee Board for ensuring that there is a framework for accountability, for examining and reviewing all systems and methods of control, both financial and otherwise, including risk analysis and risk management.

To ensure the College is complying with all aspects of the law (including compliance with data protection and equality legislation) relevant accounting and other regulations, and good practice.

Authorisation

The Committee is authorised, in consultation with the Honorary Treasurer, to obtain appropriate external legal and other professional advice in order to fulfil its duties to the Governance and Nominations Committee.

Has delegated authority from the Trustee Board

1. To ensure there are appropriate frameworks for accountability including internal controls and risk management.
2. To ensure the College and trading subsidiaries are complying with financial accounting standards and other regulations and Acts as delegated by the Trustee Board.
3. To investigate any matters that threaten or adversely affect the College’s aims and objectives, its assets, the reliability of its records or information, its compliance with all laws, workplace regulations and policies and its governing instruments.
4. To ensure appropriate and timely training is provided both in the form of induction training for new Audit Committee members and an ongoing basis for all Audit Committee members.
5. To approve the scope and objectives of the work of the internal and external auditors.
6. To ensure effective co-ordination between internal and external audit.
7. To approve the internal audit reports and internal audit annual reports; the management letters of the external auditors and management’s response to these.
8. To monitor, within an agreed timescale, the implementation of agree recommendations relating to internal audit assignment reports, internal audit annual reports and the external auditor’s management letters.
9. To establish, in conjunction with management, relevant annual performance measures and indicators and to monitor the effectiveness of the internal and external auditors through these measures and indicators to decide, based upon this review, whether a competition for price and quality of the audit service is appropriate.
10. To decide on the appointment, reappointment, dismissal and remuneration of the internal auditors

Scrutiny and review requirements

Is required to provide initial scrutiny and review prior to final approval by the Trustee Board

11. Monitor and review the integrity of the College’s Annual Accounts and financial statements ensuring that the appropriate accounting standards have been adhered to and applied.
12. Review of the effectiveness of the College’s internal controls and risk management systems, and to give assurance to Trustee Board that they are operating as intended.
13. Agree the statements to be included in the Annual Accounts concerning internal controls and risk management.
14. To recommend the appointment of the external auditors.

Ongoing Audit and Risk Committee workplan

15. Review Audit Committee performance and terms of reference annually to ensure it is operating at maximum effectiveness and make such changes as necessary.
16. To produce an annual report which includes the Audit Committee’s advice on the effectiveness of the College’s risk management, control and governance processes, and any significant matters arising from the work of internal and external audit.
17. To receive regular reports from the Health & Safety Committee and Assurity Consulting.
18. To conduct periodic ‘deep dives’ into areas of work within the College.
19. To liaise with, and coordinate activities with, other committees of Trustee Board, where other committees maintain oversight of risk/control in their areas of responsibility.
20. To maintain communications outside formal meetings with others involved in aspects of governance including key executives, auditors, and Chair of Trustee Board).

• Dr Michael Mulholland: Chair/Honorary Secretary 
• Vicky Sandry: Independent Trustee 
• Dr Thomas Patel Campbell: Member Trustee 
• Claire Sunderland Hay: Independent Member
• Elizabeth Blease: Independent Member
• Prof Martyn Hewitt: College Member
• Dr David Mummery: College Member
• Dr Kate Neden: College Member
• Dr Carter Singh: College Member

Governance Committee terms of reference

Accountable to

Trustee Board.

Chair

The Hon. Secretary.

Membership and appointment

Seven members:

• Honorary Secretary ex officio (chair)
• one Lay Trustee
• one Member Trustee appointed by Trustee Board
• one Council member appointed by Trustee Board
• Three College Members appointed by Trustee Board
• Two Independent Members appointed by Trustee Board

Quorum

Four members of the Committee.

Attendance

Such members of staff and other persons as the Chair may require.

Where issues about particular elements of the College’s governance are to be discussed members of the College who represent the elements affected should usually be invited to attend.

Authorisation

The Committee is authorised, in consultation with the Honorary Treasurer, to obtain appropriate external legal and other professional advice in order to fulfil its duties to the Trustee Board.

The Committee is authorised to take such steps on behalf of the Trustee Board to fulfil its responsibilities in relation to the governance of the College.

Overall purpose

To monitor and develop the governance of the College (including its committees, and the Companies and any other bodies controlled by it) and to provide oversight and guidance on governance matters.

To ensure the College is complying with all aspects of the law (including compliance with data protection and equality legislation) relevant accounting and other regulations, and good practice.

Has delegated authority from the Trustee Board

1. To make recommendations to the Trustee Board on governance policies, practices and procedures.
2. To review and develop protocols and procedures for all College decision-making meetings.
3. To approve the Safeguarding Policy.

Scrutiny and review requirements

Is required to provide initial scrutiny and review prior to final approval by the Trustee Board

4. To review current governance processes to ensure they continue to be fit for purpose.
5. To identify future needs for the development of governance processes in the light of the changing needs of the College and the legal and regulatory environment.
6. To recommend amendments to the College’s Constitutional documents to address any necessary or desirable changes.
7. To monitor and maintain the College’s Members Code of Conduct with any changes to be approved by the Trustee Board.
8. To review the Scheme of Delegation on an annual basis prior to final approval by Trustee Board.

Ongoing Governance Committee workplan

9. To provide oversight of the College’s election processes and development to encourage appropriate member engagement.
10. To encourage democracy through the election processes.

• Maria Coulson: Chair/Independent Trustee
• Lisa Condron: Independent Member
• Lisa Charles-Jones: Independent Member
• Dr Sonali Kinra: Member Trustee
• Dr David Shackles, College Member 

Nominations Committee terms of reference

Accountable to

Trustee Board.

Chair

Lay Trustee.

In the absence of the Lay Trustee, the Member Trustee shall chair meetings.

Membership and appointment

Four members:

• one Lay Trustee (chair)
• one Member Trustee
• one College member
• two Independent Members appointed by Trustee Board for a three-year term, with the possibility for an extension for a further three years subject to college policy and procedure

Quorum

Three members.

Attendance

The committee shall meet as and when necessary; but as a minimum twice per calendar year.

Such members of staff and other people as the committee may require.

The Honorary Secretary shall be invited to attend for agenda items relating to governance policy.

Authorisation

The Committee is authorised, in consultation with the Honorary Treasurer, to obtain appropriate external legal and other professional advice.

Overall purpose

To develop and maintain a formal, rigorous and transparent procedure for appointments and reappointments to Trustee Board and Trustee Board Committees; and oversee the development of a diverse pipeline for succession. The committee shall ensure that those in leadership positions within the college – Officers, members of Trustee Board and its committees, and members of Council and its committees, have the necessary skills, experience, and time to enable the college to achieve its strategic priorities and long term success. The committee will set eligibility requirements for such appointments.

Definitions: ”Officers”, unless otherwise stated shall include President, UK Council Officers (currently Chair, Hon Secretary, Hon Treasurer, Vice Chairs), Devolved Council Chairs.

Has delegated authority from the Trustee Board

1. To regularly review the structure, size and composition (including the skills, knowledge, experience and diversity in its widest sense) of the Trustee Board and make recommendations to the Trustee Board with regard to any changes.
2. To ensure plans are in place for orderly succession to Trustee Board, Trustee Board committees, and the Officers, and oversee the development of a diverse pipeline for succession, taking into account the challenges and opportunities facing the College, and the skills and expertise needed in the future.
3. Be responsible for identifying and nominating for the approval of the Trustee Board, candidates to fill Trustee Board (and its committees) vacancies as and when they arise.
4. Before any appointment is made by the Trustee Board, evaluate the balance of skills, knowledge, experience and diversity on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment and the time commitment expected.
5. To ensure that all College appointments are conducted via an open and transparent process using open advertising or the services of external advisers to facilitate the search; consider candidates from a wide range of backgrounds; and consider candidates on merit and against objective criteria, having due regard to the benefits of the Trustee Board and committees having an appropriate balance of skills, knowledge, experience and diversity in its widest sense, and taking care that appointees have enough time available to devote to the position.
6. To ensure that, on appointment, appointees receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside formal meetings.
7. To support the Chair of the Trustee Board to assess what future skills the Trustee Board will need to develop.
8. To support the Chair of the Trustee Board to develop and recommend training of the members of the Trustee Board and committee members to further the long term success of the College. This will be achieved by a board development programme and annual 121 meetings between the Chair of Trustees and individual Trustees.
9. To review and approve role descriptions and person specifications for Officers, Trustee Board and its committees, and other college committee positions; and ensure that they are appropriate and comply with statutory requirements and best practice including in relation to equality, diversity and inclusion.
10. To establish that candidates nominated for positions meet the published specification (in terms of knowledge, skills and/or experience) for the role, and to make a recommendation to the Returning Officer and/or appointing Committee/Board as appropriate.

Scrutiny and review requirements

Is required to provide initial scrutiny and review prior to final approval by the Trustee Board

11. To consider changes needed to the succession planning process if its periodic assessment indicates the desired outcomes have not been achieved.
12. To consider any changes to the election and appointment processes in the College, including its effect on succession planning and diversity.

Ongoing Governance Committee workplan

13. To consider the likely turnover on the Trustee Board and its committees and those likely or available to be proposed for membership, taking steps to ensure there is the widest pool of talent for leadership positions.
14. To ensure that adequate processes are in place to search actively for talented candidates in terms of accountability, openness and transparency.
15. To lead the recruitment of Lay Members of Trustee Board in accordance with Byelaw 44 and the Trustee Board Appointments and Reappointment Policy.
16. To lead the recruitment of independent and college members of Trustee Board committees in accordance with the Trustee Board Appointments and Reappointments Policy.
17. To maintain a Trustee Board Appointments and Reappointment Policy.
18. To review the results of the Trustee Board performance evaluation process that relate to the composition of the Trustee Board and succession planning.
19. To be a key leader in the pursuit of improved inclusion and diversity within the college, including membership of Officer Group, Trustee Board and its committees, and Council and its committees.
20. To ensure a regular evaluation of its own performance is carried out to ensure the committee is operating at maximum effectiveness and to make any recommendations for change to Trustee Board, including to its terms of reference.
21. To review the aspects of the college Equality and Diversity Strategy that come within the committee’s remit, and support their delivery and monitor impact.
22. To report on its activities to the Trustee Board on a regular basis, at least annually.
23. To produce a report for inclusion in the college’s Annual Report about its activities, the process used to make appointments and explain if external advice or open advertisement has been used. Where an external search agency has been used, it shall be identified in the annual report and a statement made whether it has any connection with the RCGP. It should include a statement of the Board’s policy on inclusion and diversity, any measurable objectives that it has set for implementing the policy, and progress on achieving the objectives.

• Dr Steve Mowle MBE: Chair/Honorary Treasurer 
• Chris Lake: SIT and Independent Trustee 
• Dr Sonali Kinra: Member Trustee 
• Dr Imran Rafi: Member Trustee 
• Marc Leppard: Independent Member
• Michael Patton: Independent Member
• Dr Yvonne Umebuani: College Member

Planning and Resources Committee terms of reference

Accountable to

Trustee Board.

Chair

Honorary Treasurer.

Membership and appointment

Total membership is seven:

• Chair (the RCGP Honorary Treasurer)
• A College Member or Fellow who is, or has recently, been a Faculty Treasurer. Two Member Trustees
• One lay trustee
• Two independent Members, appointed by Trustee Board

(The Chair of the Audit and Risk Committee will not normally be a member of Planning and Resources).

Quorum

Four members of the committee including the Chair or nominated deputy.

Terms of membership

The term of each appointment shall be 3 years; renewable for a further term, with the maximum term of appointment 6 years.

The Chair of the P&RC’s appointment will be coterminous with their term of office as Honorary Treasurer.

Attendance

• Chief Operating Officer
• Executive Director Planning & Resources
• Executive Directors and Assistant Directors (as appropriate, by invitation)
• Such members of staff and other persons as the Chair may require.

Where issues about particular elements of the College’s planning and resources activities are to be discussed, members of the College who represent the elements affected should usually be invited to attend.

Overall purpose

To oversee the College’s financial planning and management processes and its effective utilisation of resources.

Authorisation

The Committee is authorised by the Trustee Board to undertake the responsibilities as detailed in these Terms.

Has delegated authority from the Trustee Board

1. To review and challenge the management of all aspects of the College’s finances including business planning, allocation of resources to deliver strategic objectives, budgeting, financial control and compliance with loan covenants.
2. To monitor executive delivery against key performance indicators and agree appropriate action as relevant.
3. To approve revisions and amendments to the annual business plan outside the planning process, within delegated financial authorities.
4. To approve spending from designated reserves, in line with purpose of reserve as decided by Trustee Board and with delegated financial authority, and review and monitor progress of approved projects.
5. To approve policies on human resources issues within the College and review and monitor issues relating to the terms and conditions under which the staff of the College are employed.

Scrutiny and review requirements 

Is required to provide initial scrutiny and review prior to final approval by the Trustee Board

6. To ensure that the assets of the College are used for charitable purposes.
7. To recommend the draft budget to the Trustee Board annually including future year projections.
8. To periodically review the College’s investment policy and recommend updates to the Trustee Board.
9. To ensure the College’s investments are being appropriately managed in line with policy.
10. To ensure that the investment management contract is tendered regularly and agree the process for doing so.
11. To have oversight of procurement for the College and compliance with policies including reporting to the Trustee Board on commitments in excess of specified limits.

Ongoing Audit and Risk Committee workplan

12. To review and challenge the management of matters relating to the properties of the College including programme of capital spend.
13. To review and challenge the strategy for, and investment in, the College’s digital and IT infrastructure, and its management.
14. To scrutinise the performance of the College’s investments by meeting with investment managers on a regular basis and receiving investment update reports.
15. To report regularly to the Trustee Board through submission of minutes.

• Alan Wells: Chair
• Professor Mike Holmes: Chair of Trustees 
• Dr Steve Mowle MBE: Honorary Treasurer 
• Chris Lake: SIT and Independent Trustee 
• Rupert Terry, Independent Member 
• Prof Johnny Lyon-Maris, Council Member  

Remuneration Committee terms of reference

Accountable to

Trustee Board.

Chair

A person independent of the College with knowledge of healthcare organisations.

Or a lay trustee, appointed by the Trustee Board.

Membership and appointment

• Two Independent Members, external to the College (one of whom may be Chair)
• The Chair of the Trustee Board
• A lay trustee (one of whom may be Chair)
• A member of Council who is not an Officer or a member of the Trustee Board
• A member of the Trustee Board’s Planning and Resources Committee (who may be the Chair of that Committee, an Officer or some other person)
• Each will be appointed by the Trustee Board on the recommendation of the Nominations sub-Committee

Quorum

Three members of the Committee, including the Chair and at least one external member or lay trustee.

Sub-Committees

None.

Terms of membership

The term of each appointment shall be 3 years; renewable for a further term, with the maximum term of appointment 6 years.

Frequency of meetings

The Remuneration Committee will meet in person or by tele-conference on a biannual basis.

Attendance

• Such members of staff and other persons as the Chair may require
• The Chief Operating Officer
• Head of HR and OD
• The Chair of the Planning and Resources Committee (if not a member in their own right)

Overall purpose

To consider remuneration and related issues of the Chief Operating Officer and executive team.

Authorisation

To determine the remuneration policy (“Executive Pay Policy”), conditions of service (insofar as they differ from other staff) and approve the remuneration for the Chief Operating Officer and Executive Directors.

Has delegated authority from the Trustee Board

1. To consider and approve a policy for the remuneration of the senior management team (the Executive Pay Policy).
2. To consider proposals from the Chief Operating Officer for remuneration for members of the senior management team in line with the Executive Pay Policy.
3. To consider proposals from the Chair of the Remuneration Committee, the Honorary Treasurer and the Chair of the Trustee Board for remuneration of the Chief Operating Officer and determine their remuneration in line with the Executive Pay Policy
4. To determine the level of fees payable in respect of clinical work in accordance with the standard fee framework approved by the Trustee Board.
5. Where the College’s Officers refer a potential conflict of interest in any proposed fee, payment or secondment arrangement for any Officer, to consider the proposal and determine whether to approve it.
6. To ensure that a sufficient mechanism exists to set objectives for and to review the work the Chief Operating Officer and executive team.

Scrutiny and review requirements 

Is required to provide initial scrutiny and review prior to final approval by the Trustee Board

7. To consider and put forward for approval to the Trustee Board any severance arrangements for the Chief Operating officer and members of the executive team through consultation with the Chair of the Remuneration Committee; ensuring that failure is not rewarded and that the duty to mitigate loss is fully recognised.
8. To consider proposals from the Honorary Treasurer for changes to the standard fee framework for clinical work and make recommendations to the Trustee Board about changes to the framework.

Ongoing Audit and Risk Committee workplan

9. To receive annual executive pay market reports from the Human Resources lead.
10. To commission independent executive research on a minimum triennial cycle.