Horserace Betting Levy Board

Constitution

The Horserace Betting Levy Board (‘Board’) has resolved to establish a committee of the Board to be known as the Remuneration Committee.

Membership and attendance

The Chair and members of the Remuneration Committee shall be non-executive Board members appointed by the Board. The Remuneration Committee should comprise at least three members and the Chair shall be a Government Appointed Member of the Board.

Board Members who are not members of the Remuneration Committee should have the right to attendance.

The Chief Executive and the Chief Finance Officer will usually attend for all items although this will be at the Committee’s discretion. Other executives may be invited to attend meetings, although no HBLB employee may be present when their own remuneration is being discussed.

The members may from time to time, as appropriate, consult other persons or bodies who are not members of the Board and may also invite them to attend as is deemed necessary or expedient. 

Meetings of the Remuneration Committee

The Remuneration Committee should meet at least twice annually, though the Chair of the Remuneration Committee may convene additional meetings, as deemed necessary.

In the absence of the appointed Chair, the chair of any Meeting shall be one of the other members, acting as an alternate.

Any member of the Remuneration Committee may appoint an alternate Board member to attend a Meeting in their absence and any such alternate may vote on any question arising at the meeting and shall be counted in the quorum present at the Meeting. Any member may also ask another member to vote as their proxy as required.

A minimum of two members of the Remuneration Committee, one of whom should be the Chair or his/her alternate, must be present for the meeting to be deemed quorate.

Questions arising at any Meeting shall be determined by a majority of votes of the members present and, in the case of any equality of votes, the chair for the Meeting shall have a second or casting vote. If a decision is felt to be significant or controversial the Committee should make a recommendation for the main Board to  decide upon.

A meeting of the Remuneration Committee may consist of a conference between members some or all of whom are in different places provided that each member who participates in the meeting is able:

(a) To hear each of the other participating members addressing the meeting; and

(b) If they so wish, to address each of the other participating members simultaneously, whether directly, by conference telephone or by any other form of communication equipment (whether in use when these Terms of Reference are adopted or developed subsequently) or by a combination of such methods. 

Reference in these Terms of Reference to members present at a meeting shall be deemed to include references to members participating as mentioned above. A meeting held in this way shall be deemed to take place at the place where the largest group of members is assembled or, if no such group is readily identifiable, at the place from where the Chair of the meeting participates at the start of the meeting.

Authority

Paragraph 24 of the HBLB/DCMS Framework Document agreed in March 2024 covers Staff.

The Remuneration Committee is granted by the Board the authority and power to set remuneration and should report to the Board on its decisions at the first appropriate Board meeting after its own meeting. 

Details of the Board Members' and Chief Executive's remuneration are disclosed in the Board’s Annual Report and Accounts, within the remuneration report. 

Duties

The specific duties of the Remuneration Committee shall be:

(a) To determine annually the overall pay award cost for the organisation’s existing staff on a basis consistent with the Pay Remit guidance published by Government.

(b) To determine annually the increase in salaries of the senior executive on a basis consistent with the pay guidance for senior salaries published by Government.

(c) To consider and agree to or reject the creation of any new permanent role at HBLB, after which responsibility for the recruitment and setting of the salary is delegated to the Chief Executive in consultation with the CFO. This should be reported to the Committee at the next meeting.

(d) To delegate the responsibility for the creation of interim or short-term roles and the setting of the salary to the Chief Executive in consultation with the CFO. These do not need to be reported to the Committee.

(e) To oversee the training requirements of the organisation and ensure that adequate and appropriate training is offered to staff at all levels.

(f) To make recommendations to the Board on organisational review policies.

(g) To monitor the Bribery Act 2010 and the Board’s anti-bribery systems as they affect members, executive and staff of the Board.

(h) To review the Internal and External Gifts and Hospitality registers at least once a year.

(i) To approve the Expenses policy.

(j) To approve the overall Staff Benefits package but to delegate to the Executive the detail and implementation of individual elements.

(k) To consider any other matters relating to remuneration as it deems appropriate or when requested to do so by the Board.

The Remuneration Committee shall have access to sufficient resources in order to carry out its duties, including access to the Board’s Executive for assistance as required. In addition, the Remuneration Committee may obtain, at the Board’s expense, external legal and/or other professional advice on any matter within its terms of reference. The Remuneration Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit.

The Executive shall have a general obligation to bring to the Committee’s prompt attention, or if appropriate report directly to the Board, any matter which in its view may have the potential to cause the organisation reputational damage or where a possible legal issue is identified.

The Remuneration Committee will also periodically review its own effectiveness and report the results of that review to the Board.

Minutes

The Chief Executive shall cause proper Minutes to be made of the proceedings of all Remuneration Committee meetings as appropriate and a copy of all Minutes of the Remuneration Committee shall be circulated to each member of the Board.