Executive Committee

Senior Stewards

Prof. Deep Saini, President and Vice-Chancellor, ex officio

Meeting Schedule

Terms of Reference of the Executive Committee

Enacting Provisions

1.1 The Executive Committee (“Committee”) is established under the authority of the Board of Governors in accordance with the Statutes of McGill University (the “Statutes”), and is accountable to the Board of Governors (the “Board”) of McGill University (the “University”). It shall function as stipulated in the Statutes, these terms of reference and the Regulations of the Committees of the Board of Governors of McGill University (the “Regulations”). In case of a conflict between these terms of reference and the Statutes, the Statutes shall have precedence. 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.  

1.   Composition

2.1. Other than the appointments of the Chair of the Board, and the President, appointments to the Committee are approved by the Board, normally on the recommendation of the Nominating, Governance and Ethics Committee.

2.2. Consistent with the relevant provisions of the Statutes, the Committee shall consist of no more than ten voting members and one student, selected from the student members or observers on the Board of Governors, who shall have voice and no vote. The voting members must all be members of the Board, selected, as indicated below, from the following categories of Board membership:

• four members chosen from among:
  - members -at-large of the Board of Governors; and
  - members of the Board of Governors elected by Alumni Association members;
•  two members chosen from among the members of the Board elected by Senate and by Academic Staff;
• one member chosen from among the Board members elected by Administrative and Support Staff;
• the Chair of the Board;
• one of the Vice-Chairs of the Board
• the President.

2.3. The Chair of the Board shall be the Chair of the Committee, and one of the Vice-Chairs of the Board shall be designated by the Board as the Vice-Chair of the Committee.

2.4  The President shall also serve as the Senior Steward to the Committee.

2.5  The Secretary-General or delegate shall serve as Secretary and governance advisor to the Committee.

2.6   Where necessary or appropriate to facilitate and support the business of the Committee, the Chair of the Committee, the Senior Steward or Secretary may invite University staff to serve as resource persons for particular items of business.

3.   Mandate of the Committee

3.1 As stipulated by and in accordance with the Statutes, the Committee shall have the authority to exercise all the powers held by the Board between regular meetings of the Board, except that it shall not have the power to:

• amend, modify, or repeal any or all of the Statutes;
• appoint a Chancellor;
• appoint a President;
• dismiss a member of the teaching staff or a senior administrative officer.

3.1.1 Without limiting the generality of the foregoing, the Committee may:

• grant final approval to the University’s operating budget or financial statements only in extraordinary circumstances.
• consider and approve the appointment of a member-at-large of the Board only in extraordinary circumstances.
• consider academic staff human resources matters upon referral by the Human Resources Committee, the President or the Provost;
• consider any other matter referred to the Board by a Board committee, the President, the Provost and Vice-President (Academic), any Vice-President, the Secretary-General, or a body external to the University.
• approve on behalf of the Board the annual borrowing resolution requested by Financement-Quebec or other equivalent government body.

3.2 In addition, the Committee assists the Board in fulfilling its governance responsibilities by serving as a forum for the discussion of institutional priorities relating to University advancement efforts, public affairs, external relations and strategic communications.

3.2.1 Without limiting the generality of the foregoing, the Committee shall:

• Consider and, at least annually, receive reports on University strategies and plans relating to matters such as community, stakeholder, government and public engagement and relations;

• Review the institutional impact of such strategies and plans on the University’s reputation, using key performance indicators, as established from time to time;

• Request, receive and review regular and special reports on matters that may pose material risk to the University’s brand health and reputation;

• Request and receive reports on the University’s philanthropic activities;

• Consider any matters identified by the Board, the President or a Vice-President that relate to communications and external relations or University advancement.

4.   General Provisions

a. The Committee shall meet regularly, typically during the months that the Board does not meet, or between regular meetings of the Board of Governors, as needed.  The Committee shall have a calendar of business, maintained by the Secretary-General or delegate, for the purpose of ensuring that each meeting agenda addresses responsibilities as outlined in these terms of reference.

b.  In accordance with the relevant provisions of the Statutes, the Committee shall submit to each regular meeting of the Board a report on all matters with which it has dealt since the previous regular meeting of the Board.  

c. The Committee shall review its terms of reference at least once every five years and recommend any changes to the Board’s Nominating, Governance and Ethics Committee

Last revised:
Board of Governors: August 31, 2023
Previous amendments:
Board of Governors: September 27, 2012
Executive Committee: September 24, 2007

Board of Governors: April 21, 2016

Executive Committee: June 16, 2022