Committee Terms of Reference
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Executive
1.0 Mandate
As delegated by the Board of Governors from time to time:
1.1 The Executive Committee will exercise all powers and perform all duties of the Board of Governors between meetings of the Board to ensure the orderly flow of Board business and implementation of decisions.2.0 Responsibilities
2.1 Act for the Board of Governors in situations which, in the opinion of the Executive Committee, require immediate action prior to the next meeting of the Board, and report to the Board of Governors on any action taken.
2.2 Act as a consultative body to the Board Chair, President and Committee Chairs.
2.3 Fix and provide for the remuneration, retirement and superannuation of the President.
2.4 Review annually the performance of the President.
2.5 Receive for approval from the President the President’s proposed objectives for each forthcoming academic year and report to the Board of Governors on any action taken.
2.6 The Executive Committee may consider any other matters, which in the opinion of the Executive Committee, or at the request of the Board of Governors, would assist the Board of Governors in meeting its responsibilities.3.0 Meetings
All meetings of the committee will be conducted in-camera.
4.0 MembershipThe Committee shall be composed of:
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Board Chair (ex-officio)
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President (ex-officio)
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Board Vice-Chair
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Standing Committee Chairs of the Board
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The Secretary to the Board (non-voting)
5.0 Quorum
Quorum requires that half of the Committee members entitled to vote be present.
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Audit & Finance
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TERMS OF REFERENCE
The Audit and Finance Committee is a standing committee of the university’s Board of Governors and is responsible for overseeing the financial affairs of the university with respect to all auditing, financial reporting and internal systems and control functions, budget approvals, investment of the university's endowment funds, risk management, and other internal and external audit functions and activities at the university. The Committee will report and make recommendations to the Board of Governors regarding these and other related matters. The Committee will also consider such other matters that are delegated to the Committee by the Board of Governors, including special examinations as may be required from time to time, and if appropriate retain special counsel of experts to assist.Specifically, the Audit and Finance Committee has the following responsibilities:
a. Finance
i) Ensuring fiscal responsibility with respect to the financial resources of the university, including:
- Reviewing and recommending approval of the annual operating budgets, capital budgets, tuition fees and ancillary fees;
- Reviewing on a quarterly basis financial statements and financial performance against budget;
- Reviewing policies on financial administration and recommending their approval by the Board;
- Reviewing and monitoring all long-term debt and providing recommendations as appropriate; and
- Providing financial oversight for subsidiary operations.
b. Audit and Financial Reporting
i) Ensuring that appropriate financial controls, reporting processes and accountabilities are in place at the university, including:
- Appointing the external auditor, and approving the fee for such service;
- Reviewing the external auditor’s letter of engagement, independence, and the scope of services;
- Reviewing the external auditor’s comprehensive audit plan, scope of the examination, and the nature and level of support to be provided by the internal audit function;
- Meeting with the external auditor, independent from management, to review audit results and when planning the upcoming audit year;
- Assessing the performance of the external audit function; and
- Providing an avenue of communication between the external auditor, management and the Board of Governors.
ii) Reviewing and recommending to the Board approval of the university’s annual audited financial statements, as well as reviewing significant findings or recommendations submitted by the external auditor.
iii) Overseeing the provision of internal and external audit functions at the university, including annual reviews, area specific evaluations, functional assessments and process appraisals.
c. Oversight of the Investment of the University’s Endowment Funds
i) Overseeing the investment of the university's endowment funds in accordance with the university’s Statement of Investment Policies (“SIP”).
ii) Overseeing the performance of the Investment Manager, including the Investment Manager’s compliance with their mandate.
iii) Providing recommendations to the Board of Governors regarding the SIP and the selection, engagement and dismissal of the Investment Manager, and any other agents or advisors that may be necessary to prudently manage the university’s endowment funds.
iv) Overseeing the administration of the university’s endowment funds by the VP, Administration.
d. Risk Management
i) Reviewing and approving the risk management process at the university that ensures that appropriate processes are in place to determine management’s risk parameters and risk appetite.
ii) Monitoring and ensuring that appropriate processes are in place to identify, report and control areas of significant risk to the university and ensuring that appropriate mitigative actions are taken or planned in areas where material risk is identified.
iii) Receiving regular reports from management on areas of significant risk to the university, including but not limited to legal claims, development (fundraising activities), environmental issues, health, safety and other regulatory matters.
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MEETINGS
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MEMBERSHIP
- Between three (3) and seven (7) external governors
The Chair and Vice-Chair of the Committee will be selected from among the external governors.At least one member of the committee will have an accounting designation or related financial experience. All members of the committee will be financially literate and have the ability to read and understand the university’s financial statements, or must be able to become financially literate within a reasonable period of time after his/her appointment to the Committee. In this regard, the VP, Administration or other financial expert will ensure that each new member receives appropriate training in reading and understanding the financial statements.
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QUORUM
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Governance, Nominations & Human Resources
1. TERMS OF REFERENCE
The Governance, Nominations and Human Resources Committee is a standing committee of the university’s Board of Governors and is responsible for providing advice to the Board on its governance structure and processes, the nomination and election of new members and board performance, and matters concerning the university’s human resources policies, strategies and plans.
The Governance, Nominations and Human Resources Committee is empowered with decision-making authority on behalf of the Board of Governors with respect to the setting of human resources policies, compensation plans and collective bargaining mandates.
The Committee willl also consider such other matters that are delegated to the Committee by the Board of Governors.
Specifically, the Governance, Nominations and Human Resources Committee will have the following responsibilities:
i) Governance
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Advising the Board on matters pertaining to the organization of the Board of Governors and its committees and the Board’s relationship with other bodies at the university as established in the university’s Act and By-Laws.
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Periodically reviewing the university’s By-Laws and other policies of the Board and its committees, and relevant university policies, making recommendations to the relevant governing body or administrative department for development and revision when appropriate.
ii) Nominations
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Overseeing the process of recruiting, selecting and electing new governors and recommending their appointment to the Board, in accordance with the university’s Act and By-laws. In doing so, the Committee will strive to achieve a balance of skills, expertise and knowledge among its membership, while reflecting the demographic and cultural diversity of the communities served by the university.
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Overseeing the development of programs for the orientation and ongoing education of governors on university operations, matters affecting the post-secondary education sector, and good governance practices.
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Developing, implementing and monitoring procedures for assessing the effectiveness of the Board and its committees.
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Overseeing the nomination and election of a Chair and Vice-Chair(s) from among the external governors of the Board.
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Assessing the leadership needs of the Board, and in consultation with committee chairs, recommend Chair, Vice-Chair, and individual member assignments for each of the standing committees.
iii) Human Resources
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Establishing collective bargaining mandates for the university’s representatives engaged in negotiation of collective agreements with certified bargaining agents representing persons employed at the university
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Establishing human resources policies that govern terms and conditions of employment of university staff and faculty.
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Establishing changes to the compensation of university staff and faculty not represented by a bargaining agent.
2. MEETINGS
The Committee will meet at least four (4) times per year, or otherwise at the Committee’s discretion. In accordance with the university’s Act and the Board of Governors Meeting Policy and Procedures, the Committee will conduct three types of Meetings as part of its regular administration: Public, Non-Public and In Camera (when required).
3. MEMBERSHIP
The Committee will be composed of:- Between three (3) and seven (7) external governors.
The Chair and Vice-Chair will be selected from among the external governors.
4. QUORUM
Quorum requires that half of the Committee members entitled to vote be present. -
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Strategy & Planning
1. Terms of Reference
The Strategy and Planning Committee is a standing committee of the university’s Board of Governors and is responsible for overseeing the strategic planning for all aspects of the university and assessment of the implementation of the university’s plans in the context of the university’s vision, mission and values.
The Committee will engage in broad strategic planning by reviewing, at least once every 2 years, and making recommendations to the Board on the following:- the university’s strategic plan;
- the plans supporting the implementation of the strategic plan, including those plans that reinforce the core mission of the university including, but not limited to plans in the area of:
- strategic differentiation and positioning;
- government and institutional relations;
- advancement;
- infrastructure, and;
- strategic plan performance metrics.
- strategic foresight, risk, and scenario planning;
- annual Board of Governors retreat planning; and
- other areas as the Board may assign to the Committee.
Governance, governance plans and human resources plans are within the purview of the Governance, Nominations and Human Resources Committee.2. Meetings
The Committee will meet at least four (4) times per year, or otherwise at the Committee’s discretion. In accordance with the university’s Act and the Board of Governors Meeting Policy and Procedures, the Committee will conduct three types of Meetings as part of its regular administration: Public, Non-Public and In Camera (when required).3. Membership
The Committee will be composed of:
- Between three (3) and seven (7) external governors
- Up to four (4) elected governors
4. Quorum
Quorum requires that half of the Committee members entitled to vote be present.
