Committee to Advise on Matters of Social Responsibility (CAMSR)

Meetings of the Committee to Advise on Matters of Social Responsibility (CAMSR) are scheduled on an ad hoc basis following the submission of briefs to the Committee.

Senior Stewards

Mr. Michael Di Grappa, Vice-Principal (Administration and Finance)

Terms of Reference of the Committee to Advise on Matters of Social Responsibility (CAMSR)

1. Authority

1. The Committee to Advise on Matters of Social Responsibility (the "Committee") is created by and responsible to the Board of Governors (the "Board") of McGill University (the "University").
2. The Vice-Principal (Administration and Finance) shall serve as the Senior Steward to the Committee.
3. The Treasurer shall serve as the resource person to the Committee.
4. The Secretary-General shall serve as the resource person on governance matters to the Committee.
5. The Committee shall function in accordance with 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 confidential session unless the committee resolves to carry out a meeting or part of a meeting in open session. Additional provisions relating to the presence or exclusion of individuals from meetings are described by sections 36-38 of the Regulations.

2. Composition of Committee

1. The Committee shall consist of six members, excluding the ex offiicio members, comprised as follows:
   1. one member of the Board’s Investment Committee;
   2. one Board member from among the Academic Staff Members or the Senate Members;
   3. one Board member from among the Administrative and Support Staff Members;
   4. one Student Member;
   5. up to two members selected from among the following: At-Large members or Alumni Association Members of the Board, Governors Emeriti or Honorary Governors;
   6. One member of the Committee may be from the general public.
2. The Chair of the Board of Governors and the Principal shall serve as ex officio members of the Committee.
3. The Chair of the Committee shall be selected from among the At-Large Members, Alumni Assocaition Members, Governors Emeriti or Honorary Governors serving on the Committee.
4. The Secretary-General or her/his delegate shall serve as Secretary to the Committee.

3. Mandate of the Committee

The Committee shall:

1. Subject to section 4, receive and review expressions of concern from the University community on matters of social responsibility with respect to University investments;
2. Report to the Board of Governors on the nature of the social issue or issues raised and the extent of the concern about the issue among members of the University community based on the documents presented and represented made to the Committee;
3. Adopt procedures to be followed by the Committee receiving representations related to the University’s investment policies that define and use the concept of “social injury”, as defined in section 5, as an important criterion for taking further action;
4. Where the Committee is satisfied that “social injury” (as defined in Section 5) has occurred, recommend to the Board of Governors whether action is warranted and the nature of the action that should be taken which may include;
   1. private questioning of corporate management on the accuracy, extent and implications of the conduct complained of:
   2. private urging of changes in coporate practice;
   3. supporting stockholders' resolutions recommending changes in management practice;
   4. preparing and presenting stockholders' resolutions recommending changes in management practice;
   5. divestment of holdings;
   6. any other action deemed appropriate by the Board.

4. Limits on Authority

1. The Committee shall only entertain expressions of concern from the University community which are:
   1. initiated by one or more members of that community;
   2. supported by a fully documented brief identifying the "social injury" that should influence investment decisions or the exercise of shareholders’ responsibilities;
   3. supported by a petition of at least 300 signatures of which:
      • up to 200 of the signatures shall be from a single constituency of the University community: and
      • at least 100 signatures shall be from at least two other University constituencies with a minimum of 25 signatures from any one constituency;
      • for the purposes of petitions to the Committee, there are four University constituencies: academic staff, administrative and support staff, students and alumni members;
      • the petition will allow for the authentication of signatures against their respective constituency;
   4. deposited with the Secretary-General. All signatures must be collected during the same academic year as the petition is deposited.
2. The Committee shall only make recommendations with respect to financial matters that fall within the jurisdiction of the Investment and Finance Committees of the Board.

5. Social Injury

“Social injury” means the injurious impact which the activities of a company is found to have on consumers, employees, or other persons, particularly including activities which violate, or frustrate the enforcement of, rules of domestic or international law intended to protect individuals against deprivation of health, safety, or basic freedoms. However, a company shall not be deemed to cause “social injury” simply because it does business with other companies which are themselves engaged in socially injurious activities.

6. Frequency of Meetings and Calendar of Business

The Committee shall meet as soon as is practicable after the date of a submission of a petition that meets the Committee’s requirements specified in Section 4. The Committee shall have a calendar of business, maintained by the Secretary-General or her/his delegate, for the purpose of ensuring that the meeting agenda address responsibilities as outlined in these terms of reference.

7. Reporting to the Board

The Committee shall report to the Board at least once each year with respect to its activities and decisions. The Committee shall review its Terms of Reference every three years and recommend changes to the Board’s Nominating and Governance Committee.