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Terms of Reference

Purpose

The People and Culture Committee assists the Council to discharge its responsibilities for workforce, leadership, culture, and remuneration governance.

The Committee provides assurance that the University has the leadership, capability, and policies to attract, develop, retain, and support a high-performing, diverse, and engaged workforce aligned with the University’s mission and values.

The Committee also advises Council on the Vice-Chancellor’s performance objectives, remuneration, and succession planning, ensuring alignment with Council’s strategic priorities.

Scope

The Committee’s scope covers strategic workforce, culture, leadership, and remuneration matters, including:

  • Oversight of the University’s people and culture related issues and alignment with strategic priorities and institutional values.
  • Monitoring leadership capability, succession planning, and organisational capacity to deliver strategic outcomes.
  • Oversight of the University’s remuneration frameworks, pay equity reporting, and senior remuneration recommendations to Council.
  • Oversight of the Vice-Chancellor’s recruitment, performance objectives, annual KPIs, and remuneration, and recommendation of outcomes to Council.
  • Monitoring workforce planning, talent management, and strategic recruitment and retention initiatives.
  • Monitoring legislative changes that impact people and culture.
  • Oversight of the University’s people- and culture-related issues and alignment with strategic priorities and institutional values.
  • Oversight of culture, diversity, equity, and inclusion strategies, targets, and performance reporting.
  • Monitoring engagement survey results and actions to strengthen leadership and organisational culture.

Wellbeing, health, and psychosocial risk oversight are now led by the Health, Safety and Wellbeing Committee. This Committee maintains regular information exchange with that Committee on cultural or workforce themes relevant to wellbeing.

Key Responsibilities

  • Review the annual Vice-Chancellor performance objectives and recommend KPIs and remuneration outcomes to Council.
  • Oversee recruitment process for Vice-Chancellor and make recommendations to Council.
  • To make recommendations to the Council regarding the appointment of an Acting Vice-Chancellor in cases of emergency (subject to urgency) or for a period where there is no appointed Vice-Chancellor. In the event of urgency, this will be delegated to the Chancellor and Pro-Chancellor.
  • Monitor progress in leadership capability, talent development, and succession planning for key senior roles.
  • Review workforce metrics, including equity and diversity, turnover, capability, and culture indicators.
  • Review and track progress of university commitments regarding the sociodemographic profile of our workforce and reducing and eliminating gender and ethnic pay gaps.
  • Oversee remuneration governance frameworks and negotiation strategy, ensuring alignment with sector norms and Crown expectations.
  • Provide advice on strategic workforce or culture issues referred by Council or the Vice-Chancellor.
  • Ensure alignment with relevant legislative changes that impact people and culture.
  • Recommend to Council any policy changes necessary to strengthen people and culture.
  • Ensure appropriate linkages with the Health, Safety and Wellbeing Committee on psychosocial and culture matters.

Constitution

Membership of the Committee shall comprise:

  • Convener – Lay member of Council with HR, leadership, or governance experience
  • Chancellor
  • Vice-Chancellor (except for matters in respect of the Vice-Chancellor’s Performance Review or Vice-Chancellor recruitment)
  • Up to three additional members of the Council, excluding staff
  • Chief People Officer

In attendance:

  • Registrar and Secretary to the Council
  • Other senior officers or external advisers as required (except for matters in respect of the Vice-Chancellor’s Performance Review or Vice-Chancellor recruitment)

The Committee may co-opt external members or subject-matter experts to support specific areas of focus.

Meetings and Reporting

The Committee shall meet at least quarterly or as required to address people, culture, or remuneration matters.

The Convener shall report to Council following each meeting, highlighting key themes, risks, and recommendations.

A quorum shall be in accordance with the Standing Orders for the University of Otago Council.

An annual summary of workforce, culture, and remuneration trends shall be provided to Council and shared with the Audit and Risk Committee as appropriate.

Review

The Terms of Reference will be reviewed annually, or sooner if required, to ensure continued alignment with the University’s strategic direction and good governance practice.

The review will be coordinated with the Health, Safety and Wellbeing Committee to maintain clear scope boundaries and effective information-sharing.

These terms of reference approved by the University Council 10 March 2026.

Meeting dates

View the meeting dates for the University of Otago Council and Council Committee

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