Appointment of members of Audit & Risk and Remuneration Committees

Council meeting 14 April 2010 Business paper public business Appointment of members of Audit & Risk and Remuneration Committees Purpose To propose a procedure for the appointment of members of the Audit & Risk and Remuneration Committees Recommendations The Council is asked to agree: i. the procedure for appointment of members of the Audit & Risk and Remuneration Committees set out at Appendix 1 ii. that a panel comprising the GPhC Chair, a registrant Council member and a lay Council member be formed to propose Council members to be appointed to these committees, for the Council s approval OR that one of the other options described in para 2.1 be used for the appointment of Council members to these committees; and iii. agree that, until the GPhC s Appointments Committee is fully established, external appointments to these committees shall be delegated to an appointments panel brought together by the GPhC Chair for this purpose, with appropriate HR input. 1.0 Introduction 1.1 The Council has agreed to establish an Audit & Risk Committee (A&RC) and a Remuneration Committee. This paper deals with procedures for the appointment of members to these two committees. The Council has also agreed to establish an Appointments Committee: this will be achieved initially by the transfer of the RPSGB Appointments Group, pending the Council s consideration of future options for the Appointments Committee structure. 1.2 The Council agreed that the Audit & Risk Committee should have five members comprising: Page 1 of 6

Up to four Council members, excluding the GPhC Chair and including at least one lay member and one registrant member; and Up to two external members with appropriate audit and risk management experience. The Chair of the Audit & Risk Committee shall be a Council member. The Council further agreed that the committee would initially be formed of four Council members with liberty to fill the vacancy with a fifth, external member to improve the skill mix or increase transparency, or with a further Council member. Initially, therefore, there is a need to appoint four Council members to this committee, one of whom would be its chair. 1.3 It was agreed that the Remuneration Committee should have five members comprising: Up to four Council members, including the GPhC Chair, at least one lay member and one registrant member; and Up to two external members with appropriate experience. Where possible, the Chair of the Remuneration Committee shall be a Council member, based on relevant background and skills, as this would facilitate the process of reporting to the Council. There is therefore a need to appoint two or three Council members, in addition to the GPhC Chair, plus one or two appropriate external members to this committee. 2.0 Appointments procedure 2.1 A proposed procedure for the appointment of members to these committees is at Appendix 1. The procedure allows for the appointment of Council members to the committees to be done by the Council itself or for the Council to delegate this task to an individual or group to either make the appointments or produce recommendations for the Council s approval. The options identified are: i. A panel comprising the GPhC Chair, one registrant Council member and one lay Council member to be formed to produce recommendations on the appointment of Council members for the Council s approval. The Chair would invite Council members to join the panel based on expressions of interest; ii. A panel to be formed as above with delegated authority to appoint Council members to the committees; iii. The GPhC Chair to be given delegated authority to appoint Council members to the committees; iv. The Council as a whole to make the appointments. The preferred option is option (i) above, so that appointments can be informed by a range of views while retaining a focused, structured process. 2.2 External members would be appointed by the GPhC s Appointments Committee, once this is fully established following the review to be undertaken of future options. In the meantime, another means of appointing external members is needed. It is proposed that these external appointments are made by an appointments panel brought together by the GPhC Chair for this purpose, with appropriate HR input, using the procedures described in Appendix 1 for external appointments, adapted as required. This could be the same panel as described above. 3.0 Equality and diversity implications 3.1 It is important that the appointments process takes proper account of equality and diversity considerations and does not discriminate unlawfully against any individual or group. Page 2 of 6

4.0 Communications implications 4.1 Once established, the membership of the committees would be communicated via the GPhC s website. 5.0 Resource implications 5.1 The recommendations in the paper can be accommodated within the budget proposals for 2010-2011. 6.0 Risk implications 6.1 The absence of a clear, agreed procedure for the appointment of committee members could lead to delays and potential challenges. Recommendations The Council is asked to agree: i. the procedure for appointment of members of the Audit & Risk and Remuneration Committees set out at Appendix 1 ii. that a panel comprising the GPhC Chair, a registrant Council member and a lay Council member be formed to propose Council members to be appointed to these committees, for the Council s approval OR that one of the other options described in para 2.1 be used for the appointment of Council members to these committees; and iii. agree that, until the GPhC s Appointments Committee is fully established, external appointments to these committees shall be delegated to an appointments panel brought together by the GPhC Chair for this purpose, with appropriate HR input. Christine Gray, Interim Head of Corporate Governance General Pharmaceutical Council christine.gray@pharmacyregulation.org, tel 020 3365 3503 Alison Readman, Interim Corporate Support Manager General Pharmaceutical Council alison.readman@pharmacyregulation.org, tel 020 3365 3507 25 March 2010 Page 3 of 6

Appendix 1 1.0 Introduction Procedure for appointment of members of Audit & Risk and Remuneration non-statutory committees 1.1 The following procedures should be used for the appointment of all members (ie Council members, external members and chairs) of the Council s Audit & Risk and Remuneration committees, including appointments to fill casual vacancies. 2.0 General provisions 2.1 The Audit & Risk Committee has five members comprising: Up to four Council members, excluding the GPhC Chair and including at least one lay member and one registrant member; and Up to two external members with appropriate audit and risk management experience. The Chair of the Audit & Risk Committee shall be a Council member. The Chair need not be an auditor, but should be someone with relevant understanding. 2.2 The Remuneration Committee has five members comprising: Up to four Council members, including the GPhC Chair, at least one lay member and one registrant member; and Up to two external members with appropriate experience. Where possible, the Chair of the Remuneration Committee shall be a Council member, based on relevant background and skills, to facilitate the process of reporting to the Council. If there is no Council member with the requisite competencies, serious consideration should be given to the appointment of an independent chair. 2.3 Each committee member is appointed for up to four years and may serve a maximum of two terms. A Council member shall not be appointed to a committee for a term that exceeds their term as a Council member. 2.4 Appointment of Council members to the committees Members of committees who are Council members, including the chairs of committees, shall be appointed by the Council or by a person, group or body to whom the Council delegates this function. The options identified are: i. A panel comprising the GPhC Chair, one registrant Council member and one lay Council member to be formed to produce recommendations on the appointment of Council members for the Council s approval. The Chair would invite Council members to join the panel based on expressions of interest; ii. A panel to be formed as above with delegated authority to appoint Council members to the committees; iii. The GPhC Chair to be given delegated authority to appoint Council members to the committees; iv. The Council as a whole to make the appointments. 2.5 Members of Council may signal their willingness to be appointed to a committee as a member or as chair by submitting a statement of up to 200 words in support to the Council or to the person, group or body whom the Council has asked to consider or make these appointments. Page 4 of 6

2.6 Six months before the end of a member s appointment, members should indicate whether they wish to be considered for reappointment. The Council, or the person, group or body to whom this function has been delegated, will appoint a member to fill the vacancy based on all relevant information available, including any other expressions of interest and the balance to be achieved between retaining knowledge and bringing in new ideas. 2.7 If it is felt desirable to appoint a non-council member as chair of the Remuneration Committee, the procedure below for appointing non-council members to the committees should be followed. 3.0 Procedure for appointing non-council members to committees 3.1 This procedure has been designed to ensure that a consistent approach is used when appointing non-council members to committees. However, ultimate responsibility for making these appointments rests with the Appointments Committee. 3.2 The Appointments Committee will appoint non-council members to the Audit & Risk and Remuneration Committees following the procedure below. 4.0 General principles 4.1 Appointments must be made in a way which upholds the Nolan principles of public life and adheres to good practice in relation to equality and diversity. 4.2 Although these appointments do not come within the remit of the Commissioner for Public Appointments, the procedures take into account the Commissioner s Code of Practice. 5.0 The appointments process planning 5.1 Staff should monitor membership of committees for forthcoming vacancies since vacancies can take some time to fill. 5.2 A role description and person specification will be produced for every new appointment, to be finalised by the Appointments Committee. The person specification should set out the experience, personal qualities, professional qualifications (if appropriate) and competencies against which applications will be assessed. 5.3 The selection criteria must not discriminate unlawfully against any group or groups in society. 6.0 The appointments process preparation 6.1 All appointments must be marketed and/or advertised in an appropriate and proportionate way and will always, as a minimum, be marketed on the GPhC website. Marketing and any advertising used must seek to encourage a diverse range of candidates. 6.2 Information packs will be made available for download from the website. Page 5 of 6

6.3 Applicants will be required to provide information on any potential conflicts of interest. 6.4 Applications will be accepted in the manner and time agreed by the Appointments Committee, which may include the use of an application form if considered desirable. 6.5 During the appointments process, it may be necessary to sift applications. All sifting processes must: - be approved by the Appointments Committee - be based on the person specification and - ensure selection is based on merit. 6.6 Records must be kept of the processes used to sift applications. 7.0 The appointments process selection 7.1 Candidates will be interviewed by a panel drawn from the Appointments Committee. 7.2 If a member of the Appointments Committee knows a candidate, then he or she must declare the nature and extent of the relationship. The decision of the Appointments Committee Chair will be final on the question of what further action, if any, is needed to manage prior knowledge and conflicts of interest appropriately. 7.3 To ensure consistency, interview questions will be based on the competencies outlined in the person specification. 7.4 GPhC staff will provide an evaluation form for use by interviewers. Interviewers shall make a note of the key interview performance points that influenced them. The Appointments Committee Chair shall keep a clear and objective record of the panel s rating of each candidate and agreed decision. Each member of the panel should sign the agreed panel summary for each candidate. 7.5 Selection of the most suitable candidate for the appointment should only be made on merit on the basis of information provided by them in their applications forms and at interview. 8.0 Post-selection procedure 8.1 When a decision has been made, all candidates should be notified in writing with the minimum of delay. 8.2 Under the Data Protection Act 1998, candidates may request feedback on interview performance or an account of the process undertaken. Such requests will be dealt with promptly by a member of GPhC staff, using the Appointment Committee s agreed records of sift and interview outcomes. 8.3 Appointment may be made subject to the provision of satisfactory references, if the Appointments Committee considers them to be necessary. No references will be taken up without the individual being informed in advance. Page 6 of 6