GOVERNANCE COMMITTEE GOVERNANCE COMMITTEE TERMS OF REFERENCE 1. PURPOSE

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1 GOVERNANCE COMMITTEE 1. PURPOSE The purpose of the Governance Committee is to ensure the Board has an effective governance framework and the Board is effective in carrying out its responsibilities. 2. COMPOSITION AND QUORUM The Governance Committee is composed of five Governors. The Board, on the recommendation of the Board Chair, appoints the Committee members. The Governance Committee members elect the Committee Chair from the appointed members of the Board. The Board Chair is an ex officio member of the Committee, but is not counted in establishing quorum and does not vote. A majority of members of the Governance Committee constitutes a quorum ACCOUNTABILITY TO THE BOARD The Governance Committee has no authority to direct management or to commit UNBC unless specifically authorized by the Board through the Committee Terms of Reference or otherwise. 4. DUTIES AND RESPONSIBILITIES Subject to the powers and duties of the Board, the Governance Committee will perform the following duties. The Committee will: a) annually review compliance by UNBC with all applicable regulatory requirements relating to corporate governance; 1 Bylaws, Article 8.3. (Unless otherwise determined by the Board, a quorum for a committee shall be a majority of the members of the committee) November 22, 2011 Page 1

2 b) at least every two years, review the governance framework for UNBC and advise the Board regarding: i) areas of concern; ii) best practices; and iii) recommended changes; c) ensure appropriate structures and procedures are in place to allow the Board to function effectively; d) annually review the composition of the Board and recommend, if necessary, changes to the Board Competency Matrix; e) together with the Board Chair, annually and as vacancies arise, review the skills and experience on the Board and recommend to the Board the desired skills and experience for potential new Governors to be recommended to the Minister through the Board Chair; f) ensure programs are in place for new Governor orientation and ongoing professional development; g) assist and support the annual review processes for evaluating the effectiveness of the Board, the Board Chair, Committees and individual Governors; h) periodically review and assess UNBC s communications to stakeholders and the general public with respect to its policies and practices in the area of corporate governance, including the communication contained on UNBC s internal and external websites; i) annually review and ensure the adequacy of UNBC s Code of Conduct for Governors; j) annually obtain Code of Conduct Declarations from Governors; k) address Code of Conduct issues as delegated to the Committee by the Board; l) review, on an annual basis, issues relating to Board Members personal liability and report to the Board on this matter; m) ensure a strategic University Plan(s) are in place, and that the plans are consistent with the University s approved statement of mission and values including UNBC s regional and First Nations mandates; November 22, 2011 Page 2

3 n) serve as the Board s mechanism for ensuring that an effective Institutional Accountability Plan is in place, and for monitoring overall progress of the University toward its mission, goals and objectives; o) receive reports on the implementation of the Strategic University Plan(s)at least annually, including an evaluation of the currency of the plans within the context of changing circumstances and expectations, and to advise the Board and Senate on its conclusions; p) review the three year service plans and multi year plans that are submitted annually to government, to ensure that the plans are consistent with approved university strategic plans, and to recommend approval to the Board; q) to be responsible for the university arms, logo and seal, and to delegate responsibility for their use to the appropriate university officer(s); r) review the performance of the university in areas of responsibility of the Committee against key strategic performance initiatives and measures; s) assume other related responsibilities as assigned by the Board. 5. MEETINGS The Committee meets at least four times per year. Additional meetings may be held as deemed necessary by the Committee Chair or as requested by any Committee member. The Committee Chair has the responsibility to excuse any elected member of the Committee, from any given topic, who might be perceived to have a conflict of interest. 6. REPORTING The Committee will report to the Board by distributing the minutes of its meetings to the Board. When a Board meeting closely follows a Committee meeting, the Committee Chair will provide a verbal report to the Board and the minutes will be circulated at the next Board meeting. November 22, 2011 Page 3

4 7. SUPPORT The Provost provides senior administrative support to the Governance Committee. The Executive Assistant to the Board is secretary to the Committee. 8. EXTERNAL ADVISORS The Committee may engage independent advisors at the expense of UNBC when it deems necessary, subject to the approval of the Board Chair. 9. RESPONSIBILITY FOR POLICY REVIEW The Committee has responsibility to review at least every two years, and more frequently if necessary (e.g., based on legislative or regulatory changes, or a development in governance best practices) the following Board and organizational policies. Board Policies: Governance Structure Board Charter Board Calendar Individual Governor Position Description Board Chair Position Description Committee Operating Guidelines Governance Committee Terms of Reference Code of Conduct Board and Committee Guidelines Strategic Planning Board Composition, Succession and Nomination Governor Orientation and Professional Development Board, Board Chair and Governor Evaluation Governor Remuneration and Expenses November 22, 2011 Page 4

5 10. COMMITTEE TIMETABLE The timetable for the Committee s activities is reflected in the Committee s calendar set out below. Governance Committee Calendar Date Date Date Date Date 1. Review governance framework and applicable Board and organizational policies 2. Oversee orientation for new Governors As required 3. Recommend and lead professional development for Governors 4. Review Board evaluation processes and recommend appropriate process for upcoming year; lead evaluation process a. Board evaluation started b. Board evaluation completed 5. With Board Chair, review skills and experience required on Board and confirm or amend Competency Matrix 6. With Board Chair, identify and recommend candidates for Board appointment As required 7. Review Code of Conduct 8. Obtain Code of Conduct declarations November 22, 2011 Page 5

6 Governance Committee Calendar Date Date Date Date Date 9. Review Board policies November 22, 2011 Page 6