The Council has seven standing committees, to which it delegates part of its authority: the Audit and Risk Committee, the Endowment Board, the Finance Committee, the Property Committee, the Nominations Committee, the Remuneration Committee and the Strategy Review 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. The decisions of these committees are reported formally to the Council.

The 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 as well as considering the College’s long-term strategic risks. The Committee reports directly to the Council and 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 in order 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 those College assets that are not essential to the core academic mission of the College and that can therefore be managed with a pure investment focus. 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 the investments 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 whilst also providing a regular distribution for the core academic mission of the College. In addition, the College’s Socially Responsible Investment Policy is to ensure that any investment decisions take into account the same social, environmental and governance concerns as the College, including pursuing an active approach to engagement with its investments in all asset classes. Within these restrictions, the Endowment Board is authorised to make such investments as it sees fit.

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 also 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 Property Committee

The Property Committee provides strategic oversight to the academic, undergraduate and investment property portfolios held by the College, and advises on the long-term real estate strategy for the College’s consolidated estate. It also leads the development of the strategy to allocate land between the College’s property portfolios.

The Nominations Committee

The Nominations Committee considers nominations for membership of the Court and Council and for the latter’s Committees.

The Remuneration Committee

The Remuneration Committee reviews and approves the remuneration of the President and the Provost, their senior direct reports. The list of post holders within the remit of the Remuneration Committee as of 31 July 2022 was:

• Professor Martyn Boutelle, Associate Provost (Academic Planning)
• Professor Nigel Brandon, Dean, Faculty of Engineering
• Ms Grainne Brankin, College Secretary and General Counsel
• Mr Harbhajan Brar, Director of Human Resources
• Professor Stephen Curry, Associate Provost (Equality, Diversity and Inclusion)
• Professor Richard Craster, Dean, Faculty of Natural Sciences
• Professor Maggie Dallman, Associate Provost (Academic Partnerships)
• Professor Alice P. Gast, President
• Dr Simon Hepworth, Director of Enterprise
• Dr Tony Lawrence, Acting Chief Financial Officer
• Professor Emma McCoy, Vice-Provost (Education and Student Experience)
• Mr Michael T. Murphy, Vice-President (Advancement)
• Ms Jane Neary, Director of Campus Services
• Ms Zoe Paxton, Director of Communications
• Mr Nicholas Roalfe, Director of Estates
• Professor Mary Ryan, Interim Vice-Provost (Research and Enterprise)
• 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. 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.

The Committee met in November 2021 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 for the year ended 31 July 2022.

All members of staff whose pay is considered by the Remuneration Committee received the College 2021 local pay award of 1.8% increase. The Committee also undertook a senior staff pay review. Following the review, there were eight recommendations for further adjustments to pay for staff members of Council based on the exceptional contribution of the individual and the external market benchmark.

The Remuneration Committee’s review of President Gast's salary considered the President’s remuneration compared to all other employees, specifically a multiple of the median pay for all other employees as per Note 8 to the financial statements, and agreed that the local pay award of 1.8% pay should be implemented.

Further details of President Gast's and President Brady's remuneration are included in Note 8 to the financial statements. During the year, the College Retention of Income from External Interests policy, was reviewed by the Remuneration Committee. The policy encourages a close relationship between staff and industry, professional bodies, commerce, charities, and government departments. It 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, Professor Alice P. Gast, 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. President Gast's annual compensation from Chevron, which is deferred until retirement from the board, was $375,000 in the year ended 31 December 2021, 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 review criteria for the President and the Provost, their senior staff direct reports and members of the Provost’s and President’s Boards
• To 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 gender and ethnicity pay audits (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 of £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.

Strategy Review Committee

The Strategy Review Committee oversees the implementation of the College Strategy and sub strategies, where they intersect with the deliverables of the College Strategy.

In 2022 the Council appointed Halpin Partnerships Ltd to conduct a governance effectiveness review of Council. The Council adopted the key findings set out in the report received on 24 September 2022. These included adding more staff and student members to Council to achieve a greater diversity of views.

The College maintains a Register of Interests of members of the Council and of Senior Officers which may be consulted by arrangement with the College Secretary and General Counsel, who is the Clerk to Council. Any enquiries about the constitution and governance of the College should be addressed to them.

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