Governance & Human Resources Committee


Governance & Human Resources Committee Terms of Reference

A.         Mandate

The Governance and Human Resources Committee is a standing committee of the Board responsible for overseeing the nomination of governors and trustees to meet the requirements of the Board, monitoring the Board's governance processes and recommending amendments to them, as appropriate, overseeing Board policies concerning various human resource and compensation matters, taking action on behalf of the Board as delegated and recommending policy changes, as appropriate.  The Committee’s primary responsibilities are to:

  • Advise on governance policies and procedures to expedite the Board's ability to fulfill its responsibilities under the University of Guelph Act
  • Advise on Board policies pertaining to the appointment and succession planning of those serving as Governors and Trustees and implement the resulting policies, bringing recommendations for policy change and appointments to the Board, as appropriate
  • Advise on Board policies pertaining to the presidential search, appointment, review and succession planning processes
  • Establish, on behalf of the Board of Governors, the terms and conditions of employment for the President
  • Oversee and recommend Board policies pertaining to the processes for search,  appointment, and review of members of the Senior Executive, consistent with the provisions of the University of Guelph Act
  • Approve, on behalf of the Board of Governors, the compensation framework for the Senior Executive and monitor its implementation
  • Approve, on behalf of the Board of Governors, negotiations frameworks and advise on other matters relating to terms and conditions of employment and collective bargaining
  • Approve, on behalf of the Board of Governors, negotiated collective bargaining agreements that are outside of an approved negotiation framework
  • Receive for information, on behalf of the Board of Governors, negotiated collective bargaining agreements that are within an approved negotiation framework
  • Monitor the University’s compliance with statutory responsibilities related to employment

 

B.         The Committee's areas of responsibility include:

1.         Advise on Governance Policies and Procedures

1.1      Monitor and assess the relationship between the Board and the other constituent parts of the University’s governance structure as established in the University of Guelph Act and provide recommendations to the Board with respect to these relationships.

1.2      Periodically review Board bylaws and governance-related policies, including terms of reference for standing committees and, when considered desirable for the purpose of furthering the objectives of the Board and the University, recommend amendments to the Board.

1.3      Advise on and approve programs for the orientation and ongoing education and development of Governors and Trustees, and monitor the implementation of such programs from time to time. Consultation with the Chair of the Board of Trustees will be undertaken for related matters pertaining to Trustees.

1.4      Advise on and recommend to the Board appointment policies to frame the identification, recruitment and appointment of Governors and Trustees. Consultation with the Chair of the Board of Trustees will be undertaken for membership appointment matters pertaining to Trustees.

1.5      Monitor the membership skills needed by the Board and help identify and recruit new members according to identified skill requirements as well as relevant Board policies and procedures. Review and recommend appointments to the Board arising from the election results pertaining to seats allocated for student, faculty and staff representatives.

1.6      Review Board of Governor committee composition, and in consultation with Committee Chairs, recommend members committee assignments. Recommend members assignment to other University committees as appropriate.

1.7      In consultation with the Chair of the Board of Trustees, recommend Chair assignments for each of the standing committees of the Board of Trustees.

1.8      Develop, implement and monitor procedures for assessing the effectiveness of the Board, its standing committees and individual members.

2.         Succession Planning – Governors and Trustees

2.1      Advise on Board policies pertaining to the appointment and succession planning of those serving as Governors and Trustees. Consultation with the Chair of the Board of Trustees will be undertaken for succession planning policies pertaining to Trustees.

2.2      Monitor the leadership needs of that Board and recommend to the Board of Governors for appointment or reappointment individual members, Board Chair, Board Vice-Chair and Committee Chairs. 

2.3      Manage processes for Governor and Trustee succession planning. Consultation with the Chair of the Board of Trustees will be undertaken for succession planning process pertaining to Trustees.

3.         President

3.1      Advise on Board policies pertaining to presidential search, appointment, review (annual and end-of-term) and compensation.

3.2      Review succession planning for the President and advise the Board on any necessary policies or actions.

3.3      Establish, on behalf of the Board of Governors, the specific terms and conditions of employment for the President.

3.4      Informed by the established terms and conditions of employment, determine, on behalf of the Board of Governors, the annual base remuneration of the President and, based on an annual assessment of performance against established objectives, any performance-based compensation.

4.         Senior Executive

4.1     Advise on Board policies pertaining to search processes for members of the Senior Executive and appointment approval processes, consistent with the provisions of the University of Guelph Act.

4.2    Establish, on behalf of the Board of Governors, the compensation framework for the Senior Executive (including provisions for annual review) and monitor its implementation.  Monitor implementation of the framework. 

4.3    Monitor succession planning for senior executive roles offering advice to the President and/or recommendations to the Board of Governors, as appropriate.

5.         Compensation Arrangements and Negotiations

5.1      Review and advise the President on the University’s negotiations frameworks and related objectives of the University for collective and other employment agreements with its unionized and non-unionized employees.

5.2      Receive ongoing information on the status of negotiations.

5.3      From time to time, review the competitiveness of salary and benefit arrangements consistent with sound financial management, excellent employee-employer relations and the University’s desire to attract and retain above-average leadership.

5.4      Review, on behalf of the Board of Governors, negotiated collective and other compensation agreements that are within an approved negotiation framework and inform the Board of the settlement results.

5.5      Approve, on behalf of the Board of Governors, negotiated collective bargaining agreements that are outside of an approved negotiation framework. 

6.         Statutory Responsibilities Related to Employment

6.1      Report to the Board, as required, on the University’s compliance with employment-related legislation

7.         Other

7.1       Review annually the Committee’s terms of reference and recommend changes as necessary

7.2       Perform such functions as may from time to time be assigned to the Committee by the Board of Governors.

 

C.         Membership

(a)        Up to five external members appointed by the Board, who shall normally be members of the Board, giving preference to inclusion of Board Vice-Chair(s), Chair of the Finance Committee and Chair of the Pensions Committee

(b)       Chair, Board of Governors

(c)       President

(d)       University Secretary (non-voting)

 

D.        Quorum

Quorum for the Governance and Human Resources Committee is as provided in General Bylaw 7.9:  two-fifths (2/5) of the membership.

Effective: Board of Governors, June 4, 2009

Amended: June 15, 2011; January 30, 2013; June 4, 2015; October 16, 2018