Governance and Executive Committee

GOVERNANCE AND EXECUTIVE COMMITTEE TERMS OF REFERENCE

A. Purpose

The Governance and Executive Committee is responsible to the Board for the following goals:

  • The business of the Board is carried out between meetings where necessary.
  • The membership of the Board of Governors of the University of Saskatchewan is selected and educated in its responsibilities in such a way that it gives valuable and exemplary service to the University.
  • The Board has a sound approach to corporate governance and operates according to established principles of good governance.
  • Appropriate goals and performance expectations are set out for the President, and the President is appropriately supported and compensated.


B. Membership

Membership on the Governance and Executive Committee shall include the Chair and Vice Chair of the Board.  The Vice Chair of the Board will normally chair the Committee.

The University Secretary acts as secretary to the Committee.

The Governance and Executive Committee may invite such officers, directors, and employees of the University and external consultants as it may see fit from time to time to attend meetings of the Governance and Executive Committee and assist in the discussion and consideration of matters before the Committee. 


C. Accountabilities

The Governance and Executive Committee shall be responsible to the Board for the following:

  1. Addressing and resolving emergency situations which arise between meetings of the Board, and performing any other duties delegated to it by the Board in the interval between meetings.
  2. Reviewing and updating the mandate of the Board.
  3. Putting procedures into place to support and formalize the protocols with Government and Senate for appointment to the Board.
  4. Identifying and maintaining a data base of potential new candidates for appointment to the Board.
  5. Developing a process for determining what competencies, skills and other attributes the Board, as a whole, should possess, and for assessing the competencies, skills and attributes of existing members and the competencies and skills required for incoming Board members.
  6. Developing a succession plan for the Board and Chair and Vice Chair.
  7. Carrying out an annual performance appraisal for the President and determining the annual salary level and perquisites for the President.
  8. Developing and maintaining position descriptions for the Chair of the Board and the Chair of each of the Standing Committees.
  9. Developing a code of business conduct and ethics for Board members, and monitoring compliance with the code.  The code should include clear definitions of conflict of interest and guidelines with respect to confidentiality and procedures for reporting of any illegal or unethical behaviour.  The Chair may provide advice to Board members seeking guidance on ethical issues relating to their role as a Board member.
  10. Providing opportunities for orientation and continuing education such that all members understand the role of the Board and its Committees, what commitment of time and energy is expected, and the nature and operation of the University’s business, and helping Board members meet their responsibilities, especially with regard to accountability.
  11. Performing periodic reviews and updates of the Bylaws of the Board of Governors, and the Terms of Reference of its standing Committees, to ensure their continuing accuracy and relevance.
  12. Providing for and monitoring inclusion of risk management and strategic planning in the Board’s activities, including setting aside one meeting per year for the Board to participate with senior administration in strategic planning.
  13. Receipt and assessment of the University’s internal governance and reporting structures (including centres, institutes).
  14. Overseeing the governance of the University’s subsidiaries including receipt and assessment of annual reports and monitoring the activities of their governing bodies for accountability.
  15. Receiving a report on the president’s compensation including expenses.
  16. Performing any other tasks assigned to it by the Board.


D.  Items for the Board

The Governance and Executive Committee will make recommendations for approval and/or report to the Board for information with respect to the following:

  1. Periodic assessments of Board and Board member performance;
  2. Appointments to standing and ad hoc Committees;
  3. Appointment of the University solicitor, which at the discretion of the Board can be an individual or a law firm;
  4. Orientation of new Board members;
  5. Regular review and update of Board mandate, bylaws, and position descriptions, code of conduct, ethical guidelines, and Committee terms of reference;
  6. Annual work plan for the Board;
  7. Annual compensation of the President.