Nominating, Governance and Ethics Committee
(as of July 1 , 2014)
End of Term
|The Honourable Michael Meighen, Chancellor, ex officio|
|Mr. Stuart (Kip) Cobbett, Chair, Board of Governors, ex officio|
|Prof. Suzanne Fortier, Principal and Vice-Chancellor, ex officio|
|Mr. Sam Minzberg, Chair||[12/31/2015]|
|Mr. Ronald Critchley||[12/31/2015]|
|Ms. Lili de Grandpré||[12/31/2016]|
|Ms. Sally McDougall||[12/31/2016]|
|Ms. Zineb Fachar, Student member||[05/31/2015]|
|Dr. Edith Zorychta||[12/31/2015]|
Prof. Suzanne Fortier, Principal and Vice-Chancellor, ex officio
Terms of Reference of Nominating, Governance and Ethics Committee
The Nominating, Governance and Ethics Committee (“Committee”) is established under the authority of and is accountable to the Board of Governors (the “Board”) of McGill University (the “University”), and shall function as stipulated in these terms of reference and the Regulations of the Committees of the Board of Governors of McGill University (the “Regulations”). In accordance with the Regulations, meetings of Board Committees shall be held in closed session unless the Committee resolves to carry out a meeting or part of a meeting in open session.
In addition to these terms of reference, the Committee is governed by the Statutes of McGill University (the “Statutes”). In case of a conflict between these terms of reference and the Statutes, the Statutes shall have precedence.
a. Appointments to the Committee are approved by the Board, normally on the recommendation of the Committee.
b. The Committee shall consist of six members, exclusive of ex officio members, selected as follows:
- three from:
- At-Large members of the Board; or
- Alumni Association members of the Board; or
- Governors Emeriti;
- one from the Academic Staff and Senate members of the Board;
- one of the Administrative and Support Staff members of the Board;
- one student member of the Board.
c. The Chancellor, the Chair of the Board and the Principal shall serve as ex officio members of the Committee.
d. The Chair of the Committee shall be appointed by the Board, normally on the recommendation of this Committee.
e. The Principal shall serve as the Senior Steward to the Committee.
f. The Secretary-General or her/his delegate shall serve as Secretary and governance advisor to the Committee.
2. Mandate of the Committee
The Committee assists the Board in fulfilling its governance responsibilities with respect to:
a. nominations of At-Large members to the Board and governors emeriti/honorary governors;
b. nominations of members of Board Committees;
c. nominations of McGill representatives to non-Board committees and bodies;
d. good governance practices including matters of ethics as they relate to governance; and
e. the evaluation of governance functions and activities of the Board.
The Committee shall also consider other matters delegated to the Committee by the Board or referred to it by the Principal or the Secretary-General.
Without limiting the generality of the foregoing, the Committee shall:
2.1.1 Functions delegated by the Board of Governors
a. establish and amend guidelines for the appointment of Board members, including requisite skills and attributes of good governance to be used in recruiting members. From the pool of the candidates who possess the requisite skills, bear in mind, when making recommendations for appointments, the importance of reflecting the diversity of the community in Board membership, and seek a gender and age balance, as well as representation from culturally diverse groups;
b. ensure the development and implementation of a systematic process for seeking nominations for At-Large members of the Board;
c. ensure that Board orientation sessions for new members as well as ongoing governance training and development activities for all Board members are provided;
d. evaluate the performance of members of the Board and its standing committees using evaluation tools approved by the Committee;
e. on behalf of the Board, approve the appointments of McGill representatives to internal and external non-Board bodies and committees, including health care, as appropriate, with the exception of Board representatives on Senate;
f. on behalf of the Board, approve appointments to Faculty Advisory Boards taking into account recommendations from the Dean and the Principal;
g. provide recommendations to the administration regarding the promotion of awareness of Board activities to members of the University community;
2.1.2 Functions subject to the authority of the Board of Governors
a. make recommendations to the Board, taking into account that all Board members should be members of at least one committee, that committee membership and chairs should be rotated regularly, that Board members from the internal constituencies of the University should be included where appropriate, and that committee membership should be balanced, concerning:
i. the appointment or reappointment of At-Large members of the Board in accordance with article 1.4.2 of the Statutes;
ii. the appointment to the rank of governor emeritus or honorary governor;
iii. the appointment of members to standing committees of the Board;
iv. the appointment of Board representatives to Senate;
v. the appointments of the chair and vice-chairs, as appropriate, of Board committees, with the exception of the Executive Committee;
2.2 Governance practices (functions subject to the authority of the Board of Governors)
a. as provided for in article 15.2 of the Statutes, review and recommend to the Board proposed amendments to the Statutes;
b. recommend to the Board the creation or abolition of standing and ad hoc Board committees and their terms of reference;
c. as provided for in article 1.4.2 of the Statutes, review each standing committee’s terms of reference at least every three years, and recommend revisions thereto to the Board;
d. review and recommend revisions to the terms of reference of ad hoc committees of the Board as required;
e. review the Regulations of the Committees of the Board of Governors of McGill University and recommend revisions thereto to the Board, as needed;
f. establish and review, as required, the Electoral Procedures of the Board of Governors for the election of the representatives of the administrative and support staff and academic staff to the Board;
2.3.1 Functions delegated by the Board of Governors
a. monitor compliance with the Board of Governors’ Code of Ethics and Conduct for Members of the Board of Governors of McGill University and Trustees of the Royal Institution for the Advancement of Learning (“Code of Ethics”);
2.3.2 Functions subject to the authority of the Board of Governors
a. review the Code of Ethics at least every three years and recommend revisions to the Board of Governors as needed.
2.4 Evaluation of governance functions (functions delegated by the Board of Governors)
a. regularly administer surveys of Board members and Board Committee members;
b. periodically evaluate overall Board performance and functioning;
c. periodically review the Board’s governance structure;
3. General provisions
a. The Committee shall meet at least four times during the year. The Committee shall have a calendar of business, maintained by the Secretary-General or her/his delegate, for the purpose of ensuring that each meeting agenda addresses responsibilities as outlined in these terms of reference.
b. The Committee shall report to the Board on a regular basis, and within a reasonable time following a Committee meeting.
c. The Committee shall review its terms of reference at least once every three years and recommend any changes to the Board of Governors.
Final - Approved by the Executive Committee on September 24, 2007
Revised – Approved by the Board of Governors on September 27, 2011