(as of June 1, 2016)
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||[06/30/2019]|
|Mr. Ronald Critchley||[12/31/2018]|
|Ms. Lili de Grandpré||[12/31/2019]|
|Ms. Sally McDougall||[12/31/2019]|
|Mr. Sean Murphy, Student member||[05/31/2017]|
|Dr. Edith Zorychta||[12/31/2018]|
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 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.
a. Other than the Chair of the Board, the Chancellor and the Principal, appointments to the Committee are approved by the Board, normally on the recommendation of the Committee.
b. In accordance with the relevant provisions of the Statutes, the Committee shall consist of the Chair of the Board, the Chancellor, the Principal and seven governors, selected, as indicated below, from the following Board membership categories:
- four from:
- At-Large members (at least two);
- Alumni Association members
- Governors Emeriti;
- one from the Academic Staff and Senate members;
- one Administrative and Support Staff members;
- one student representative of the Board (member or observer).
c. The Chair of the Committee shall be appointed by the Board, normally on the recommendation of this Committee.
d. The Committee may recommend to the Board of Governors the appointment of a Vice-Chair of the Committee.
e. The Principal shall serve as the Senior Steward to the Committee.
f. The Secretary-General or delegate shall serve as Secretary and governance advisor to the Committee.
2. Mandate of the Committee
As stipulated by and in accordance with the Statutes, 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 both inside and outside the University;
d. establishment and discontinuance of Board standing and ad-hoc committees and their respective terms of reference;
e. good governance practices including rules of order and procedures and matters of ethics as they relate to governance; and
f. 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 Nominating Functions
2.1.1 Nominating Functions delegated by the Board of Governors
a. establish a recruitment and succession planning subcommittee consisting of the Chair of the Nominating, Governance and Ethics Committee, the Chair of the Board, the Principal, one member of the Nominating, Governance and Ethics Committee, and the Secretary-General, as Secretary to the Subcommittee, responsible for making recommendations to the Nominating, Governance and Ethics Committee with respect to the following functions:
i. developing and amending guidelines for the appointment of At-large members of the Board, including skill sets, criteria and attributes to be used in identifying prospective candidates;
ii. developing and implementing a systematic process for seeking nominations of At-large members;
b. on behalf of the Board, submit nominations to non-Board bodies and committees concerning appointments which are requested of McGill University or the Board and determined by external bodies;
c. on behalf of the Board, review potential appointments to Faculty Advisory Boards and provide feedback and advice to the Dean and the Principal, as appropriate;
2.1.2 Nominating Functions subject to the authority of the Board of Governors
a. recommend to the Board appointments of At-large members of the Board, taking into account the importance of reflecting the diversity of the community in Board membership, and seeking a gender and age balance, as well as representation from culturally diverse groups;
b. recommend to the Board appointments to the rank of governor emeritus/emerita or honorary governor;
c. recommend to the Board appointments of members to standing committees of the Board;
d. recommend to the Board appointments to:
i) internal, non-Board bodies, including Board appointments to Senate;
ii) external, non-Board bodies, including Board appointments to hospital and other health care bodies;
e. recommend to the Board appointments of the chair and vice-chair, as appropriate, of Board committees, with the exception of the Executive Committee;
f. recommend to the Board appointments of Board representatives to statutory and non- statutory advisory committees;
2.2 Governance Functions
2.2.1 Governance Functions delegated by the Board of Governors
a. 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;
b. provide for Board orientation sessions for new Board and Committee members as well as ongoing governance training and development activities for all Board and Committee members;
c. annually administer and evaluate the performance of the Board and its standing committees, including the performance of Board and Board Committee members using evaluation tools approved by the Committee;
2.2.2 Governance Functions subject to the authority of the Board of Governors
a. review and recommend to the Board proposed amendments to the Statutes;
b. review and recommend to the Board the creation or abolition of standing and ad hoc Board committees and their terms of reference;
c. review each standing committee’s terms of reference at least every five 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;
2.3 Ethics Functions
2.3.1 Ethics Functions delegated by the Board of Governors
a. monitor and report on the 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 Ethics Functions subject to the authority of the Board of Governors
a. review the Code of Ethics at least every five 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. periodically review the Board’s governance structure, 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.
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 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 five years and recommend any changes to the Board of Governors.
Revised- Approved by the Board of Governors on April 21, 2016
Final - Approved by the Executive Committee on September 24, 2007
Revised – Approved by the Board of Governors on September 27, 2011