(As approved by the Board of Trustees in May 2011, item 6. amended September 2012, amended May 2013, May 2014, May 2017, March 2019, December 2019)
I. Purpose and Authority
The Governance and Nominating Committee is a standing committee with two primary roles that serve the Board of Trustees and its Committees:
- Oversee and enhance governance integrity and Board organization, procedures and performance; and
- Assess membership needs, in terms of skills, experience, and the potential to bring a diverse viewpoint and background to the Board, and recommend candidates for appointment.
II. Duties and Responsibilities
The Governance and Nominating Committee shall:
1. Review the roles and responsibilities of the Board, its committees, chairpersons, Trustees, and administrative support; make recommendations to the Board about the governance structure and policies for effectiveness, relevance, and clarity, and develop and oversee processes for confidential evaluations of the Board, committees, and individuals in their governance capacities against such policies.
2. Identify the required competencies and personal attributes required on the Board and/or committees to ensure an orderly succession in membership and leadership positions.
a. Perform gap analyses based on these criteria and identify and recommend to the Board candidates as prospective Trustees and/or committee members to fulfill the roles and responsibilities of the Board.
b. Develop and implement a systematic, open, and proactive process for seeking nominations for Trustees and/or committee members.
c. Ensure, where possible, that all Trustees serve on at least one committee and that: chairs are rotated regularly; Trustees from the internal constituencies of the University are included as appropriate; and that committee compositions are balanced as appropriate.
d. Inform the University Council about the competencies and personal attributes identified as required on the Board and/or its committees from time to time.
3. Review and make recommendations to the Board on the orientation and continuing education program for Trustees to ensure a thorough and current understanding of University business and good governance practices, including items and events such as guest speakers, strategic retreats, conferences and symposia, and articles of interest to trustees and/or members of various committees.
4. Review the information needs and time commitment of Trustees to ensure that information and meeting management systems and practices facilitate the most effective use of Trustees’ time in Board governance matters, including Board and Committee meetings, and the annual and longer-term agenda of governance matters.
5. Review periodically the annual effectiveness survey instrument for the Board, individual Trustees, Committee Chairs, and the Board Chair, to ensure currency and recommend enhancements or additions to improve the Board’s methods of assessment of its process and structure.
6. Review periodically the Board’s Diversity Statement and Diversity Action Plan.
7. Develop and recommend for approval a Board of Trustees Code of Conduct.
8. Make recommendations for governance improvement within the scope described above.
9. Develop, review, and revise by-laws for approval by the Board of Trustees.
10. Utilize a proactive approach to monitor trends, initiatives, and developments in the specific risk categories as assigned by the Board of Trustees from time to time and approve strategies and directions to mitigate the likelihood or severity of events or conditions that could contribute to the potential occurrence of the situations described in the respective Risk Definitions for those assigned risk categories.
11. Report to the Board of Trustees not less than once a year and also whenever requested by the Board.
Membership shall be restricted to Trustees, of whom at least one must be a member of an internal constituency of the University.
The Committee shall meet at least four times per year.
|P. Deane||Ex Officio|
|M. Sinclair||Ex Officio|
|M. Wilson Trider||Ex Officio|
Chair: H. Claxton
Vice-Chair: D. Allgood