The Committee on Governance and Nominating makes recommendations to the Board on a range of governance matters including nominations to the Board and its committees, orientation and on-going training and development of Governors; an annual Board self-assessment, recruitment, and appraisal of the President and governance policies.
Committee on Governance and Nominating
Terms of Reference
Powers and functions
The Committee on Governance and Nominating shall,
(a) recommend to the Board for approval, as needed:
(i) the structure of the Board and Committees;
(ii) the process for evaluating the effectiveness of the Board and Committees;
(iii) the mix of skills and competencies required on the Board and on Committees;
(b) approve the orientation and training policies of Board Members and Committee Members;
(c) determine the selection process for Board Members and Committee Members;
(d) recommend to the Province of Ontario, to Saint Paul University or to the Board potential candidates for nomination to the Board in anticipation of vacancies;
(e) recommend to the Board potential candidates for nomination to Committees;
(f) to the extent deemed necessary, develop and recommend to the Board the implementation of governance principles and guidelines as well as policies to assist the Board with carrying out its duties;
(g) monitor the attendance of Board Members at meetings of the Board and of Committees and provide comments to the Board, if necessary;
(h) determine the rules of operation, the regulations and conflict of interest guidelines for the Pension Plan Committee and the Pension Fund Investment Committee and for any other Committee established by the Board in respect of any other University pension;
(i) evaluate the performance of Board Members, the Executive Committee of the Board, the Pension Plan Committee, the Pension Plan Fund Investment Committee and any other Committee established by the Board in respect of any other University pension;
(j) evaluate the performance of the President; the President shall not be present or take part in any deliberations relating to his or her performance;
(k) recommend potential candidates to the Board for the appointment of Governor Emeritus; and
(l) in making recommendations on potential candidates pursuant to paragraphs (d), (e) and (k) of this section 9.1, consider potential candidates, with particular attention toward including those who reflect the French-speaking and English-speaking community and bilingual nature of the University and those from groups seeking equity, diversity and inclusion in Canadian society.
The Committee on Governance and Nominating shall consist of the following members:
(a) the Chair of the Board;
(b) the chair of the Executive Committee of the Board;
(c) the chair of the Audit Committee;
(d) the President;
(e) three (3) Board Members nominated by the Board; and
(f) the past chair of the Board, as ex-officio member, without the right to vote.
The Chair of the Board is the chair of the Committee on Governance and Nominating. The vice-chair of the Committee on Governance and Nominating shall be appointed in accordance with section 7.4 of this By-law.
Frequency of meetings
The Committee on Governance and Nominating will meet at least twice yearly.
Chief of Staff
Office of the Secretary-General
Office of the Secretary-General