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People and Resources Committee: Terms of reference

1. Establishing the Committee

Under the Standing Orders for Meetings of the Agency Board and Board Standing Committees, approved by the Board of the Scottish Environment Protection Agency on 25 February 2025, the Agency Board may convene ad hoc committees and working groups to assist and advise it in undertaking its responsibilities.

2. Purpose of the Committee

2.1 The purpose of the People & Resources Committee is to provide assurance to the Board that SEPA meets its obligations as an employer in relation to a range of people related matters including employee wellbeing, development and support, workforce planning, strategy development and equalities and diversity. It will undertake scrutiny and regular review of HR strategy, policies and other HR matters; remuneration matters including pay increases and pensions arrangements in line with Scottish Government pay remits; and ensure compliance with relevant legislation and Scottish Government requirements. In addition, the revised remit of the Committee will include the effective scrutiny including by way of deep dives on matters including transformational business cases, sustainability, finance (focus on the resource aspects) and procurement.

3. Functions and duty of the Committee - Remit

3.1 Power is delegated by the Agency Board, to the Committee to:

• Assist the Board and Corporate Leadership Team (CLT) in ensuring SEPA conducts its employee relations fairly, efficiently and effectively.
• Provide advice to CLT on developing and articulating a people strategy which reflects the vision, values, behaviours and competences required to deliver SEPA’s corporate plan.
• Scrutinise and provide assurance to the Agency Board on all matters relating to salary, rewards and conditions of service of employees, making strategic recommendations to the Board on what type of employer SEPA wants to be, relating to pay and performance.
• Provide oversight of the process for implementation of organisational change, including involvement in the design and implementation of the appointment process for executive appointments.
• Work with CLT on horizon scanning and scenario planning as a subset of work for the Board.
• Review people and resource related risks.
• Work with CLT on Public Service Reform as relevant to the remit of the Committee.
• Provide assurance to the Agency Board that People, Resource and Financial planning are aligned.
• Report back to the Agency Board with recommendations and any key issues the Committee believes should be discussed or considered for approval at Board level.

3.2 The Committee’s functions and duties will be undertaken in the following areas:

3.2.1 People

• Monitor the development and implementation of SEPA’s People Strategy and scrutinise SEPA People performance indicators and People Surveys or related activity, considering insights and related actions.
• Review, monitor implementation and effectiveness and recommend actions in respect of relevant matters including: Employment policies; proper consultation with employees on key issues affecting them; adequate grievance and disciplinary procedures; effective whistleblowing policy and procedures consistent with the Public Interest Disclosure Act 1998; employee exit arrangements; a code of conduct for employees; performance measurement policy and procedures; employee and management development strategies and policies and monitoring of the related cultural aspects; implementation of People recommendations and decisions of the Board.
• Oversee and monitor progress on equality outcomes, diversity and succession planning, pay gaps and SEPA’s equal pay policy.
• Oversee health, safety and wellbeing matters.
• Involvement in grievance hearings, as required, as per SEPA’s People Policies and Procedures.

3.2.2 Salary, Rewards and Conditions of Service

• Scrutinise and review remuneration matters (including Chief Executive and Board remuneration within the scope of the relevant pay policy issued by the Scottish Government) including pay increases and pensions arrangements.
• Advise the Chair on the process for the recruitment and selection of the Chief Executive and participate in the process as appropriate, including supporting on the ongoing setting of annual objectives which will be approved by the Agency Board Chair.
• Provide guidance to the Chief Executive in relation to the selection and appointment of members of the CLT (this includes the design of the role as well as the composition of the selection panel and any other relevant aspects of the recruitment process).
• Maintain oversight of the employee annual pay remits in terms of affordability, development of pay remit and subsequent negotiations.

3.2.3 Employee Relations

• Monitor and report to the Agency Board on joint negotiations and consultations with recognised trades union as appropriate, including on any changes to the trades union recognition agreements following scrutiny and review.

3.2.4 Transformation

• Provide oversight on the strategic direction and alignment of Transformation.
• Track effectiveness of Transformation (including, but not limited to, Digital, Organisational Change and service design) in terms of planning, resourcing, progress by tracking delivery, risk management and benefits.
• Agree business cases for SEPA-wide Transformation for values exceeding £250,000 to ensure strategic alignment with Strategy, Transformation and Net Zero targets, and report to the Board. 

3.2.5 Resources

• Provide ongoing scrutiny and review of financial strategy, annual revenue and capital budgets, alongside people, skills, equipment and technology availability to ensure that resources are fully aligned to the delivery of strategy.
• Review and scrutinise assumptions on a 3-year capital plan (including ensuring strategic alignment, AOP delivery, and alignment with Transformation and Net Zero deliverables) and make recommendations to the Board (with a focus on monitoring progress, spending, delivery, benefit realisation, slippage and any impacts on people). 

3.2.6

• To fulfil its functions, the Committee will consider a range of factors which will include regular written and verbal reports from the appropriate Chief Officer.

3.2.7

• The Committee will develop an annual performance matrix with appropriate measures based on the Committee planner for the year.

4. Authority of the People Committee

4.1 The Committee will have free and confidential access to Board members and employees to fulfil its terms of reference.

5. Membership and Quorum of the Committee

5.1 The Committee shall comprise five non-executive members of the Agency Board (including the Chair of the Committee). There will be regard to equalities issues in the membership composition.

5.2 The Chair and members of the Committee shall be appointed by the Agency Board.

5.3 The membership of the Committee will be reviewed every two years by the Agency Board and new members appointed or existing members re-appointed. The Chair will also be appointed for a two-year period. There is no limit on the length of time a member may serve on the Committee, subject to remaining a non-executive member of the Agency Board and being re-appointed to the Committee by the Agency Board.

5.4 A periodic assessment of the required skills of members of the Committee will be made by the Chair and, if required, a request will be made to the Agency board for the provision of relevant training and development.

5.5 The Quorum of the Committee shall be three of the five members.

5.6 If the quorum of any Committee meeting cannot be reached because of an absence approved by the Chair of the Committee in exceptional circumstances, the Chair may co-opt another non-executive member of the Board to the Committee on a meeting-by-meeting basis.

6. Attendance at the Committee

6.1 The Chief Officer People, Workspaces & Development, the Chief Officer Finance, Modernisation & Digital, and the Chief Officer Governance, Performance & Engagement (or nominee designated with the approval of the Chief Officer), will normally attend all meetings of the Committee. 

6.2 The Chief Executive may attend meetings of the Committee.

6.3 Other individuals may attend meetings by invitation.

6.4 Attendees may have a role in introducing papers, providing clarification, and contributing to discussions, but may not take part in Committee decisions.

7. Frequency and conduct of meetings

7.1 Meetings of the Committee will be held as necessary to conduct its business. The Committee shall meet no fewer than four times each financial year.

7.2 The Chair may convene additional meetings (extra (or special) meetings) as they deem necessary. The Committee may also be asked to convene special meetings by the Board or Chief Executive to discuss issues on which they require the Committee’s advice.

7.3 All Committee meetings will be held remotely via MS Teams with the annual workshop being held in person.

7.4 The agenda of business, once approved by the Chair, and accompanying papers will normally be circulated to members no later than one week before a scheduled date of the Committee meeting.

7.5 The Committee will seek specialist guidance and advice as appropriate.

7.6 All business of the Committee will be conducted in strict confidence.

7.7 The Committee is entitled to meet privately without any non-members present for all or part of a meeting if they so decide.

8. Administration of meetings

8.1 The secretariat function is provided by the CLT & Board Support team.

8.2 The Clerk to the Board or a substitute with the necessary knowledge, skills and experience, will act as the Clerk to the Committee. The Clerk to the Committee may be supported by a minute taker.

8.3 The Clerk to the Committee will advise the Chair on the conduct of Committee business and agenda planning. The Clerk will also advise Committee members on formal matters relating to the Committee.

8.4 Minutes of a Committee meeting will be submitted to the Chair for preliminary approval, and thereafter to the subsequent meeting of the Committee for formal approval at its next meeting. Approved Minutes and Chair Approved Minutes will be shared with the Board through the Clerk to the Board.

8.5 The Chief Executive will identify and release any employees (including those who are required to attend) whose presence is necessary to enable the Committee to undertake its functions.

9. Conduct of Business and Duties of the Chair

9.1 The Committee will report to the Board via the Chair of the Committee.

9.2 The conduct of business shall be in accordance with the Standing Orders of the Agency Board.

9.3 The duties and authority of the Chair shall be in accordance with that laid down in the Standing Orders of the Agency Board.

9.4 The Committee may take what advice (including external legal advice) it considers necessary to discharge its duties after consultation with the Chair of the Agency Board and the Chief Executive.

9.5 Where it is necessary for the Chair of the Committee to act or take advice on behalf of the Committee between meetings and where it is not practicable to convene an extra or special meeting of the Committee, the Chair shall consult with the Chair of the Agency Board and Chief Executive before taking action in accordance with the procedures for urgent business as provided for in the Standing Orders.

10. Board approval

10.1 The amended remit of the Committee was approved by the Agency Board on 30 September 2025.