Committee on Governance and Nominating

Role

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.

Terms of Reference

Establishment

The Committee on Governance and Nominating was established by Board of Governors resolution 99.17. The terms of reference were amended by the Board of Governors at its meeting of March 21 2005 by resolution 2005.3, at its meeting of May 26, 2008, by resolution 2008.5, and at its meeting of December 19, 2011 by resolution 2011.37. 

Status 

The Committee on Governance and Nominating (“Committee”) is a standing committee of the Board of Governors (“Board”) reporting directly to the Board of Governors.

Powers and Functions
The Committee, on behalf of the Board: 

1) to the extent deemed necessary, assesses, comments upon and recommends to the Board on the following:

  • the structure of the Board and its committees;
  • the process for evaluating the effectiveness of the Board and its committees;
  • the mix of skills and competencies required on the Board and its committees. style="font-weight: normal; 

2) approves the orientation and training policies of Board and Committee members;

3) determines the selection process for Board members and Board committee members;

4) recommends to the Province, to Saint Paul University or to the Board potential candidates for nomination to the Board in anticipation of vacancies;

5) recommends to the Board potential candidates for nomination to Board committees;

6)to the extent deemed necessary, develops and recommends to the Board the implementation of governance principles and guidelines as well as policies to assist the Board with carrying out its duties;

7) monitors the attendance of Board members at meetings of the Board and its committees and provides comments to the Board, if necessary;

8) determines the rules of operation, the regulations and conflict of interest guidelines for the Pension Plan Committee (“PPC”) and the Pension Fund Investment Committee (“PFIC”);

9) evaluates the performance of members of the Board, the Executive Committee of the Board, the PPC, the PFIC and the Administrative Committee in respect of pensions;

10) evaluates the performance of the President.

11) recommends to the Board of Governors potential candidates for the conferring of the title of ‘Governor Emeritus’.

The President shall not be present nor take part in any deliberations relating to his or her performance. The Secretary of the University shall not be present nor take part in any deliberations relating to the evaluation of the President’s performance.

The Committee can seek assistance from University personnel or from consultants to carry out its functions as it deems necessary and appropriate. 

Membership

The Committee shall consist of the following Board members: 

  • the Chair of the Board;
  • the Chair of the Executive Committee of the Board;
  • the Chair of the Audit Committee;
  • the President;
  • three members of the Board nominated by the Board; and
  • the past Chair of the Board, as ex-officio member without voting rights.
Chairperson and Secretary

The Chair of the Board is the chairperson of the Committee. The Secretary of the University is the Secretary of the Committee. 

Quorum 

A majority of voting members constitutes a quorum.

Operating Procedures

The Committee will meet at least twice yearly and report annually to the Board at one of its regular meetings.

Members

Chair

Kathryn Butler Malette
Former Chief Human Resources Officer, Human Resources, Corporate Planning and Communications Services
The House of Commons of Canada
End of mandate: 2019-09-19

Members

Alain Jolicoeur
End of mandate: 2020-06-30

L. Denis Desautels
Accountant and Former Auditor General of Canada
End of mandate: 2019-12-15

Jacques Frémont
President and Vice-Chancellor
End of mandate: 2021-06-30

Robert J. Giroux
Past Chair of the Board of Governors

Joanne Lefebvre
End of mandate: 2020-01-20

Deanna Monaghan
End of mandate: 2019-12-11

Charles Perron
End of Mandate: 2020-06-30

Resources

Annick Bergeron
Secretary-General
Non-member

Anne Bauer
Chief of Staff
Office of the Secretary-General
Non-member

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