Annual Report and Accounts - The Great Western Hospital

5.1.12 Nominations and Remuneration Working Group
It is the role of the Nominations and Remuneration Working Group to assess the performance of the
chairman and the non-executive directors and to determine their level of remuneration. Working with a
Joint Nominations Committee, the Working Group makes recommendations to the Council of
Governors on the suitability of either the chairman or any non-executive directors wishing to be reappointed.
The Working Group agrees the process for appraisal of the chairman and the non-executive directors.
The outcome of the appraisal process is considered by the working group with reports from the
Chairman and the Senior Independent Director being presented and recommendations are then made
to the Council of Governors.
There is an annual review of the level of remuneration paid to the Chairman and the non-Executive
Directors and at least every three years there is market testing of those remuneration levels. The
current pay arrangements for Non-Executive Directors were fixed at Authorisation in December 2008
to reflect foundation trust responsibilities. No salary increases were awarded to the Non-Executive
Directors in 2011/12. Further information about the salaries of the Non-Executive Directors can be
found elsewhere in this report (section 4.8 refers).
During 2011/12, with the Joint Nominations Committee, the Working Group made recommendations to
the Council of Governors on the suitability of re-appointing the Chairman and five Non-Executive
Directors wishing to be re-appointed. The considerations are referred to under Non-Executive Director
appointments elsewhere in this report (section 5.2.3 refers).
During 2012/13 the Non-Executive Director salaries will be market tested, the results of which will be
considered by the Working Group.
The Working Group is comprised of five governors (three elected, one nominated and one staff). The
Chairman is appointed by the Chairman of the Council of Governors who attends as appropriate with
the Senior Independent Director attending as requested.
The Working Group met five times in 2011/12.
5.1.13 Interests of Governors
The Regulatory Framework requires each governor to declare any interests which are relevant and
material to the business of the Trust; pecuniary interests in any contract, proposed contract or other
matter concerning the Trust; and family interests of which the governor is aware, irrespective of
whether the interests are actual and potential, direct or indirect.
A register of those interests is maintained, a copy of which can be obtained from the Company
Secretary.
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