Transparency data

RSH N&RC minutes - 16 March 2026

Published 28 August 2026

Applies to England

on Monday 16 March 2026 at 11:00 – Hybrid/FG48, 2 Marsham Street

Members

• Deborah Gregory (DG) - Chair of RSH Nominations and Remuneration Committee
• Bernadette Conroy (BC) - Chair of RSH Board
• Chan Kataria (CKa)
• Sukhvinder Kaur-Stubbs (SK-S)

In attendance

• Fiona MacGregor (FM) - Chief Executive
• Kate Dodsworth (KD) - Chief of Regulatory Engagement
• Emma Tarran (ET) - Senior Assistant Director Head of Legal and Company Secretary
• Jonathan Walters (JW) - Deputy Chief Executive
• John O’Mahony (JOM) Assistant Director Corporate Services (item 6 only)

Minutes:

• Christine Kitchen and
• Amber Gaskell Board Secretary

1 - Welcome and introductions

01/03/26 There were no apologies from members. Richard Peden, Director of Finance and Corporate Services, sent apologies. DG welcomed SK-S and CKa who were appointed as members to the Committee by the Board.

2 - Declaration of interests

02/03/26 There were no new Declarations of Interest The conflict of interest of the Executive members present, in respect to any discussion directly affecting them, was NOTED.

3 - Minutes of last meeting – 17 November 2025

03/03/26 The confidential and public minutes of the last meeting were APPROVED, subject to a minor amendment to the wording of 11/11/25.

4 - Matters arising

04/03/26 DG advised members that the forward planner had been discussed and reviewed after discussion with JW and ERT, to ensure it addressed feedback from the last N&RC self-assessment and the ToR of the Committee. The forward planner now reflects these discussions.

• 16/05/25: People Plan: following the discussion of the various strands of this area, a revised approach to reporting on people matters was agreed and is reflected in the forward planner. This action will be CLOSED.

• 19/05/25: Overlap between ARAC and N&RC: By way of background for new members, this action arose from the last Committee Self – Assessment. In the questionnaire, there was a question as to whether there was any overlap between ARAC and N&RC. Whilst neither the Chairs of ARAC and NRC thought there had been any overlap to date. It was agreed there should be a regular dialogue to ensure that there was not any in the future. The first of such discussions took place on 5 February 2026. The ARAC Chair has also been invited to attend the N&RC meetings as an observer where the corporate centre restructuring is being discussed to ensure that we identify collectively any risks and determine whether they should be taken forward by ARAC.

• Members agreed that the above steps would provide the necessary assurance to the Board.. This action will be CLOSED.

• 24/10/25: Central Repository: DG asked that this is put back onto Matters Arising. She acknowledged the reasons for this having not happened yet and thanked ERT for the assurance it will not be forgotten.

DG asked for an update on the pay award discussion at the November 2025 meeting. JW confirmed that staff understood and accepted the constraints and there has been no negative feedback to the pay award which was made to staff in their December pay backdated to July.

5 - Forward Planner

05/03/26 DG had referred earlier to the review of the forward planner, which now reflects those discussions and the timing of future reports. Other matters which warrant time bound discussions have also been considered (e.g.: pay award). It was accepted that the forward planner and matters considered will remain fluid and reflect business needs.

6 - People Update

06/03/26 JOM joined the meeting and JW introduced the paper which covered the following topics, which form a significant area of focus within the F&CS function:

• Staff Survey action plan
• EDI strategy
• EDI action plan
• Corporate Centre

07/03/26 Staff Survey action plan: the survey was completed and the results, which were overall good, have been shared with staff. Three focus areas have been recommended, and the Annex document set out the summary of conversations at organisational level. These will be taken forward through team level action plans, which will also help achieve and move forward the People Plan subject to some recalibration work. Other areas are already in train through BAU. Members discussed the work that has started and acknowledged the work in progress in various areas. There are two points of dependency for the RSH - successful completion of the Corporate Centre project and subsequent completion of a more strategic People Plan. Members raised a query around timeframes for these pieces of work. Members asked whether we will be able to show, by the time of the next staff conference, what has been actioned/achieved. Members asked that the next report shows clear milestones and timeframes.

Next report to report on milestones and timeframes

08/03/26 Management acknowledged that we are not as far forward as we would have liked to be given resource constraints but gave assurance that we are working on a comms plan to share with staff on what has and is continuing to be achieved. There has been success in the digital space, which is very visible to staff, management training, increased staff engagement through focus groups on EDI and other areas.

Consider overarching narrative for all workstreams

09/03/26 EDI Strategy and action plan: JOM confirmed that there will be extensive engagement with staff on the strategy and action plan. There has been engagement with business leaders to discuss what they will need to help deliver this strategy and drive it forward in the organisation. BC stressed the importance that there is a strong message that EDI is for everyone and should not be seen as applicable to just some groups of staff – the responsibility for EDI rests with every member of staff, and we must acknowledge that this might give rise to some difficult conversations. We should also acknowledge where we could have done better. JW gave assurance that these discussions have started, and we will ensure that the launch of the strategy will carry clear messages that it will drive forward change and staff will have accountability for this in carrying out their roles in the RSH. JOM agreed to review the foreword to include these messages and consider the balance of equity vs equality in the narrative, in response to a question from SK-S. Members acknowledged the amount of work that has been done and continues.

10/03/26 In response to a question from CKa on the number and constitution of staff network groups, JOM advised that we currently have two established groups – BAME and Women’s Network and have been asked about a Disability and Neurodivergent group to be established. The RSH is open to having more staff groups, however, acknowledges the need to get the balance right and avoid networks becoming closed spaces or overstretched. Management acknowledges the support needed for staff networks and co-chairs of the existing and future groups. The addition of staff who have specific EDI experience will help take this forward and strengthen the links to and engagement with these groups to ensure they are engaged in corporate and strategic discussions. On the point of psychological safety, JW acknowledged this is a challenging area, but we are working to establish routes for staff to feedback on how they are feeling and ensure they feel safe to do so. Where issues have been raised, we have and will continue to deal with these. There is no tolerance of poor behaviours which are not in line with our values in the organisation.

Provide more information on direction of travel, timeframes and milestone information in June report.

11/03/26 Corporate Centre: Management acknowledged that progress has stalled. The project group is reviewing what has been achieved to date and hopes that the discovery phase will be completed in April 2026, giving a solid basis in the four areas identified by the project group. The vision is to be able to deliver strategic capacity and resilience. This will be achieved through strong HR and OD teams that are aligned and working together to help deliver our strategic goals. On timescales, JOM advised the discovery and design phase is likely to take about two months. We are keen to consult on changes through change management, so staff do not feel changes are being imposed on them. We are aiming for implementation by the end of Q2. BC reiterated her concerns that the People Plan is the cornerstone for the RSH, but currently dependent on the Corporate Centre work. She urged management to try and avoid further delays. KD acknowledged the delay is frustrating, but it is important that we have the right consultant on board and that staff are engaged with what we want to achieve. FM added that if we get the corporate centre right, it will address some practical improvements which staff will see and help to establish the changes. Two single subject meetings have been diarised for the N&RC in April and May to facilitate further discussion on the corporate centre work.

7 - Board and Committee composition and terms of office

12/03/26 The paper was taken as read and was a factual reflection of the current situation. Conversations will evolve following recruitment of new NEDs.

8 - Future board recruitment

13/03/26 BC flagged the need to recruit a replacement for DG when her terms ends in August. It was agreed at Board that we will go out to recruit two new NEDs at this point. To have a solid basis for recruitment criteria, BC will be circulating a short skills metrics questionnaire to inform the recruitment of new NEDs. This will help identify gaps in skills and knowledge and contribute to recruiting new NEDs with the skills we need on our Board. Agreed that this will be looked at again in June as we will then be able to have a more evidence-based discussion on the skills needed to build resilience and longevity into the system. On a slightly longer timescale, is the recruitment for a new Chair.

Skills metrics questionnaire to be drafted and discussed at board appraisal meetings

9 - Papers Review

14/03/26 The papers were of high quality and informative.

10 - Any Other Business

15/03/26 No other business.

Date of next meeting:

20 April 2026.