Committees of the Board
1. There are eight standing committees established by the Board of Governors (the "Board") of McGill University (the "University"):
- Audit;
- Building and Property;
- Committee to Advise on Matters of Social Responsibility
- Executive;
- Finance;
- Human Resources;
- Investment; and
- Nominating, Governance and Ethics
Delegation of Authority
2. The Board has specifically delegated to each committee responsibility and authority to make decisions on behalf of the Board in each committee’s terms of reference. Nevertheless, a Board committee shall refer matters that raise issues of particular sensitivity or risk to the Board.
3. The University administration is responsible for overseeing the University’s operational and administrative activities. The delegation of authority to committees relates to policy, strategy, and fiduciary matters that fall within the mandate of the Board. Members of the administration shall nevertheless bring operational or administrative matters that raise issues of particular sensitivity or risk to the attention of the relevant Board committee or to the Board.
4. Additional standing or ad hoc committees of the Board shall be created when necessary. The membership and terms of reference of such committee shall normally be recommended to the Board by the Nominating and Governance Committee. Ad hoc committees shall have a limited term of one year, renewable, subject to annual review by the Nominating and Governance Committee.
Committee Membership
5. The members of a committee of the Board are the individuals appointed to the committee by the Board in accordance with the terms of reference of that committee, including ex officio members.
6. The Senior Stewards, Resource Persons, and the secretary to the committee are not committee members. Participants in committees who have voice but no vote are not committee members.
7. The Principal and Vice-Chancellor of the University is an ex officio member of all standing committees of the Board.
8. A member of a committee shall be appointed by the Board for a term commencing on a date selected by the Board and expiring three years after that date or on the earliest of:
- the effective date of the resignation of that member from the Board;
- the effective date of the expiration of the Board member’s term of office;
- the effective date of the resignation of that member from that committee; or
- a date selected by the Board.
9. A member of a committee is eligible for reappointment to that committee, up to a maximum of three consecutive terms.
10. The majority of the members of each committee must be members of the Board.
11. While, in accordance with article 1.1.8.4 of the Statutes, governors emeriti and honorary governors are not members of the Board, they are eligible for appointment to committees of the Board as non-Board members and to represent the Board on other bodies.
12. In addition to governors emeriti and honorary governors, other non-Board members may be appointed to committees where so permitted by the committee’s terms of reference. Non-Board members may be drawn from the University community as well as the general public.
13. Non-Board members shall be appointed to Board committees by the Board, generally on the recommendation of the Nominating and Governance Committee, where they have particular knowledge, expertise, or perspective regarding the committee’s area of responsibility.
14. Except for the Executive Committee, where a committee’s terms of reference calls for a student member, the Board shall appoint one of the Board members representing the Student Society of McGill University or Post-Graduate Student Society, or one of the student observers representing the McGill Association for Continuing Education Students or the Macdonald Campus Student Society.
15. Committee members shall attend committee meetings regularly and shall, whenever possible, give prior notice to the committee secretary if they are unable to attend. If a committee member fails to attend at least three quarters of the meetings of a committee in any twelve month period, the committee chair shall review with the member his or her ability to continue to serve on that committee.
Voting Rights
16. All committee members, as defined in section 5 and subject to section 6, have the right to participate in the deliberations of the committee and to vote on resolutions before the committee, subject to the 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.
17. The Principal and Vice-Chancellor is entitled to vote on all committees, whether or not she or he also serves as the Senior Steward to the committee.
18. The chair of the meeting of a committee shall vote only in the case of a tie.
Selection and Duties of the chair and vice-chair
19. With the exception of the Executive Committee and the Human Resources Committee, the chair of each committee shall be appointed by the Board from amongst the members appointed to the committee, generally on the recommendation of the Nominating and Governance Committee. With the exception of the Executive Committee, the vice-chair of each committee shall be appointed by the Board from amongst the members appointed to the committee, generally on the recommendation of the Nominating and Governance Committee.
20. The Chair of the Board shall serve as the chair of the Executive Committee and of the Human Resources Committee. The Vice-Chair of the Board shall serve as the vice-chair of the Executive Committee.
21. In the absence of the chair or vice-chair, the committee members shall elect a chair, from among their members, for the purposes of that meeting only.
22. The chair of a committee is responsible for proposing a regular meeting schedule to the committee for information and may also call ad hoc or special meetings of the committee. In addition, a majority of committee members may also call additional meetings. The chair of a committee is responsible for developing and presenting the proposed agenda for each meeting of the committee.
23. The chair of a committee shall, with the assistance of the Secretary-General, also monitor the attendance of committee members and where a member fails to attend at least three quarters of the meetings of a committee in any twelve month period, the chair shall review with the committee member his or her ability to continue to serve on that committee.
Senior Stewards, Resource Persons and Secretary
24. Each committee shall be supported by one or more designated members of the senior administration of the University who shall be known as the “Senior Steward(s)” to the committee. The Senior Steward, subject to section 17, shall normally attend committee meetings in an advisory role, shall not have the right to vote, may participate in committee deliberations when invited by the chair of the meeting to do so, and may be asked from time to time by the chair to exclude herself or himself from the meeting when the agenda item makes this appropriate. The Senior Steward shall be responsible for assisting the committee chair in the preparation of the agendas and supporting documents for all meetings and for monitoring follow-up to decisions taken by the committee.
25. In addition to the Senior Steward, each committee may be assigned designated Resource Persons who will provide staff support to the activities of the committee but shall not have the right to vote and may participate in committee deliberations only when invited by the chair of the meeting to do so.
26. Subject to the provisions of access to committee meetings, members of the Board who are not members of the committee, and those senior administrators whose presence is required by the Principal, may attend meetings of the committee and may participate in the committee’s deliberations when invited by the chair of the meeting to do so.
27. The Secretary-General or his/her representative shall act as secretary to that committee. Wherever possible, the secretary shall, in accordance with the committee’s calendar of business and in consultation with the committee’s Senior Steward and Chair, circulate agendas and supporting documents to committee members at least four working days prior to the meeting of the committee.
28. At all meetings of the committee, subject to section 1.e. of the terms of reference of the Human Resources Committee, the secretary shall take minutes. Draft minutes prepared by the secretary will be sent to the Senior Steward and the Chair of the committee before proceeding to the committee’s next meeting for approval. All committee documentation shall be deposited with the University Secretariat as the office of record for the Board of Governors.
29. Minutes and agenda of committee meetings will not be web available as they are closed.
Quorum
30. A quorum for the transaction of business at a meeting of the Audit Committee or the Investment Committee is a majority of all committee members. A quorum for the transaction of business at a meeting of all other Board committees is a majority of all committee members, as defined in section 5 and subject to section 6, of whom a majority must be members of the Board appointed to the committee and in the event of an electronic vote, this majority is achieved by reply from members to the call for a vote.
31. While it is preferable for members to be present in person at committee meetings, members may also participate in committee deliberations and vote by telephone, or by any other communication means or media that permits all persons participating in the meeting to communicate effectively with each other. A member participating in a meeting by such means is deemed to be present at that meeting.
Meetings via Teleconferencing and Electronic vote
32. Committees may hold meetings either via teleconference or electronic vote. All provisions of these Regulations, including but not limited to sections 16-18 (Voting Rights) and 30-31 (Quorum), will apply to these meetings.
33. In the event of a teleconference meeting, the secretary, in addition to circulating agendas and supporting documents to committee members, will provide members with instructions on how to join the teleconference.
34. In the event of an electronic vote, the secretary will circulate via electronic mail agendas and supporting documents to committee members and will provide them with instructions on how to vote electronically for each item presented.
Resolutions
35. While committees will strive to reach consensus on decisions to be taken, committee business will be conducted by resolutions. Resolutions shall be moved and seconded by committee members and shall be decided by a majority of members voting on the question.
36. A written resolution approved by a majority of committee members entitled to vote on that resolution is as valid as one passed at a committee meeting and shall be effective from the date it is passed or as specified in the resolution. The means of providing such approval may be determined by the committee.
37. Committees may establish by resolution rules of procedure to be followed by the committee to supplement these Regulations. Where a procedural matter is not addressed either by these Regulations or by resolutions adopted by the committee, the most current version of Robert’s Rules shall govern.
Referral of specific issues
38. A committee may refer specific matters under its authority to another Board committee or to members of the University senior administration for review and advice, unless the Board expressly restricts such referral.
39. A committee may establish a sub-committee or ad hoc committees to study particular issues. When doing so, the committee shall establish the terms of reference for the sub-committee or ad hoc committees as well as its composition and membership. The sub-committee or ad hoc committee shall report its recommendations to the committee for further approval and further action, as appropriate.
Presence at committee meetings
40. 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. All matters discussed in closed session are considered confidential unless otherwise indicated by the Chair. Only committee members, the secretary, the Senior Steward(s) and the Resource Person(s) will have access to the meeting.
41. A committee may, by a majority of its members present and voting, admit to any meeting or part thereof any person or persons whose presence is considered necessary to facilitate the work of the committee.
42. A committee may, by a majority of its members present and voting, resolve to exclude one or more committee members for an agenda item where this exclusion is necessary to protect the confidentiality of sensitive information or where there is an actual or apparent conflict of interest.
43. A committee member who has a conflict of interest with respect to a matter being considered at a meeting as defined in the 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, must disclose this conflict and request to have it recorded in the minutes of the meeting and must absent him or herself from the meeting for the duration of the presentation of the item and abstain from voting on that matter.
In camera sessions
44. All committees shall, for a portion of each meeting that is not being held by teleconference or electronic vote, hold an in camera session. In camera is defined as a two-tiered session, the first part excluding any individuals employed by or studying at the University except for the Principal, and the second part excluding any individuals employed by or studying at the University including the Principal.
Reporting to the Board
45. Through the chair of the committee, or such other member of the committee as the committee or chair may appoint, each committee will regularly report to the Board on the business conducted and duties discharged by that committee. The person making such reports shall provide such additional information and detail to the Board as may reasonably be required for the Board to be properly informed as to the activities and decisions of the committee.
Review of Regulations and Terms of Reference
46. The Nominating and Governance Committee will review these Regulations at least every three years and will recommend amendments to the Board of Governors for final approval.
47. Committees are required to review their terms of reference at least every three years. The outcome of this review shall be submitted to the Nominating and Governance Committee which will consider these changes and submit them, if it deems appropriate, as well as any other changes it may recommend to the Board for final approval.