The Council has six standing committees which report directly into it: the Audit and Risk Committee, the Endowment Board, the Finance Committee, the Property Committee (formerly the Imperial White City Syndicate), the Nominations Committee and the Remuneration Committee.
These are formally constituted as committees of the Council with written terms of reference and specified membership, including a significant proportion of external members. All are chaired by external members of the Council.
Audit and Risk Committee
The Audit and Risk Committee meets four times a year with the College’s internal and external auditors in attendance. It considers detailed reports together with recommendations for the improvement of the College’s systems of internal control and management’s responses and implementation plans.
It also receives and considers reports from the Office for Students as they affect the College’s business and monitors adherence to regulatory requirements. It reviews the College’s Risk Register each year and devotes time to the in-depth consideration of the College’s long-term strategic risks. The Committee has the authority to call for any information from the College officers, from internal and external auditors and from others whom it considers necessary to consult to discharge its responsibilities effectively. Whilst senior officers attend meetings of the Committee, they are not members of it.
At least once a year the Committee meets separately with the internal and external auditors on their own for independent discussions. The Audit and Risk Committee receives regular reports from Internal Audit, as well as commissioning reports from senior management. Its role in this area is confined to a high-level review of the arrangements for internal control, value for money, risk management and the arrangements for the management and quality assurance of data submitted to formal funding bodies at the College. The emphasis is on obtaining the relevant degree of assurance and not merely reporting by exception.
The Endowment Board manages College assets that are not essential to the core academic mission of the College and are purely investment focused. Its Terms of Reference include an obligation to maintain a diversified portfolio of investments, to have regard to the suitability of the investments within this portfolio and to manage them in a way that is appropriate to achieve the Investment Objective set by the Council.
The Investment Objective necessitates growth in value of the non-core assets in line with a margin above inflation within its investment guidelines, whilst also providing a regular distribution for the core academic mission of the College. Within these restrictions, the Endowment Board is authorised to make such investments as it sees fit. The Endowment Board meets at least four times a year.
The Finance Committee is responsible for providing the Council with a strategic overview of the College’s finances, with a focus on the longer-term financial plan and the actions taken to achieve it. It also monitors financial risks related to liquidity, debt, resource allocation and financial contingencies, and reviews various financial measures at each meeting.
The Finance Committee is responsible for approving capital projects with a value of between £10 million and £30 million. Its membership includes one member with cross membership of the Audit and Risk Committee. The Finance Committee meets at least three times a year.
The Property Committee was established on 11 February 2021 to replace the Imperial White City Syndicate. The Property Committee provides strategic oversight to the academic, undergraduate and investment property portfolios held by the College. It also leads the development of the strategy to allocate land between the College’s property portfolios.
The Nominations Committee considers nominations for membership of the Court and Council and for the latter’s Committees.
The Remuneration Committee meets at least twice a year to review and approve the remuneration of the President and the Provost, their senior staff direct reports and members of the Provost’s and President’s Boards. The list of post holders within the remit of the Remuneration Committee as of 31 July 2021 was:
- Professor Neil Alford, Associate Provost (Academic Planning)
- Professor Nigel Brandon, Dean, Faculty of Engineering
- Mr Harbhajan Brar, Director of HR
- Professor Richard Craster, Dean,Faculty of Natural Sciences
- Professor Stephen Curry, Associate Provost (Equality, Diversity and Inclusion)
- Professor Maggie Dallman, Vice-President (International) and Associate Provost (Academic Partnerships)
- Professor Alice P. Gast, President
- Dr Simon Hepworth, Director of Enterprise
- Professor Nick Jennings, Vice-Provost (Research and Enterprise)
- Dr Tony Lawrence, Director of Finance
- Professor Emma McCoy, Vice-Provost (Education and Student Experience)
- Mr Michael T. Murphy, Vice-President (Advancement)
- Ms Jane Neary, Director of Campus Services
- Mr John Neilson, College Secretary
- Mr Nicholas Roalfe, Director of Estates Operations
- Mr Muir Sanderson, Chief Financial Officer
- Mr Andrew Scheuber, Acting Director of Communications
- Professor Francisco Veloso, Dean, Imperial College Business School
- Mr Juan Villamil, Chief Information Officer
- Professor Ian Walmsley, Provost
- Professor Jonathan Weber, Dean, Faculty of Medicine
The Remuneration Committee reviews the College’s overall reward strategy to ensure that its remuneration practices are being managed in a fair and equitable way. The Provost and President are invited to participate in discussions on specified agenda items, including recommendations relating to salary reviews of their direct reports. However, they are not members of the Committee and are not present for the discussion of their own salary. The Remuneration Committee is normally chaired by the Chair of the Council, except for proceedings addressing the President’s remuneration, which are chaired by the Deputy Chair of the Council.
The Committee met in November 2020 to receive information on the College’s remuneration Strategy, pay and pension benefits, and to review and approve the salary and emoluments for members of the President’s and Provost’s Boards.
An increase has been made to the number of staff covered by the Remuneration Committee remit; this now includes the Chief Financial Officer’s direct reports. All members of staff whose pay is considered by the Remuneration Committee declined the local pay award of a 1.6% increase. The Committee also undertook a senior staff pay review. Following the review, there were four recommendations for further adjustments to pay for staff members of Council based on the exceptional contribution of the individual and the external market benchmark; one of these was declined.
Members discussed the change to the classification of the President’s and Provost’s accommodation by HMRC and agreed for work to be undertaken with KPMG to better understand the change. The Remuneration Committee’s review of the President’s salary considered the President’s remuneration as a multiple of the median pay for all other employees; the President once again requested no increase in pay and the committee concurred. Further details of the President’s remuneration are included in Note 8 to the Financial Statements. At the July 2021 Remuneration Committee meeting, attendance was extended to the Deans of Faculties and the Business School to review and discuss their action plans, objectives, targets, and activities to address the College gender and ethnicity pay gaps.
During the year, the College Retention of Income from External Interests policy, was reviewed by the Remuneration Committee. This will be evaluated annually, or as required by external regulators. The policy encourages a close relationship between staff and industry, professional bodies, commerce, charities, and government departments. The policy allows staff, subject to prior approval, to be engaged in general paid and unpaid activities. All staff must disclose the number of days that will be committed to the work, and those who are senior staff must also disclose any personal remuneration that will be received. In reviewing requests, we consider whether the activity could compromise the full performance of the staff duties and how it could serve the interest of the College. Staff engaging in external activities such as directorships is integral to the delivery of our mission, as it enhances collaboration with partners and creates opportunities to influence and inform policy.
In keeping with the College policy on external activities, the President was granted permission to serve on the Board of Directors of Chevron Corporation, as agreed upon in her acceptance of the offer to serve as Imperial College London President. The President’s annual compensation from Chevron, which is deferred until retirement from the board, was $375,000 in the year ended 31 December 2020, comprising $225,000 in Chevron stock and $150,000 cash. She receives $10,000 a year for her work with the Singapore Academic Research Council to cover incidental expenses.
The terms of reference of the Remuneration Committee are as follows:
- To review and approve the application of the College’s pay relativity criteria for the President and the Provost, their senior staff direct reports and members of the Provost’s and President’s BoardsTo agree, in advance, remuneration packages outside the norm and to consider and decide any severance payments proposed for the staff specified above
- To review the application of the College’s reward strategy on an annual basis to ensure that remuneration practices are being managed in a fair and equitable way. This review is to be informed by the following supporting data:
- Details of the across the board local pay award and any variation to benefits for all staff
- Summary information on the application of discretionary pay adjustments for all staff
- The annual equal pay audit
- The annual gender pay audit (and other specific protected pay audits as published)
- Pay ratios and relevant comparator information
- Information on numbers of staff earning a total salary of more than £100,000, with trend data on average increases for the previous five years compared to average increases for all staff over five years
- Detail of the individuals earning over £150,000 and the justification for any variation to pay (above the College across-the-board increase) reported on an individual basis and with reference to the College’s pay relativity criteria applied to all staff.
In 2020–21 the Council established three further committees. A Search Committee was established in March 2021 to identify the next President of the College, who will begin their term of office in August 2022 when the current President, Professor Alice Gast, completes her second term. On 7 September 2021 Council announced that Hugh Brady would become the President of the College, with effect from 1 August 2022.
In May 2021, Council approved the terms of reference and membership for the Strategy Review Committee. The Committee will oversee the implementation of the College Strategy and sub strategies.
In 2020, Imperial published the actions it took in response to an independent investigation into allegations of bullying by senior staff and an alleged dysfunctional culture. Imperial’s Chair of Council had immediately appointed an independent QC to investigate those allegations. A Disciplinary Committee was convened as required in the Ordinances to consider the findings of the independent QC’s investigation, and appropriate actions were taken.
The independent investigation led to a series of recommendations, which the College and its leadership accepted and have since been enacted, including ongoing work to improve the College’s culture. The Office for Students asked for further details on Imperial’s governance and the disciplinary process, which the College provided.
The College maintains a Register of Interests of members of the Council and of Senior Officers which may be consulted by arrangement with the Clerk to the Court and Council. The College Secretary is the Clerk to the Court and Council. Any enquiries about the constitution and governance of the College should be addressed to them.