November 1, 2018
CAMSR is one of the Board’s nine standing Committees. Its mandate involves advising the Board on matters concerning social responsibility. More specifically, the Committee, taking due regard of the mission of the University, and the fiduciary duties of the Board, advises the Board on matters concerning social responsibility related to University endowment investments within the mandate of the Board’s Investment Committee. Below is a summary of the Committee’s recent activities and plans.
RECENT ACTIVITIES AND PLANS
Further to a motion concerning divestment from the fossil fuel industry that had been approved by the Senate and presented to the Board for information at its meeting of October 4, 2018, the Board agreed to refer the matter for further study to CAMSR. At its meeting on October 22, 2018, CAMSR determined that it should review the issue, including the current context and recent developments regarding climate change and socially responsible investments (SRI), as related to University endowment investments. The Committee’s work will include consultations with members of the community and experts, and consideration of best practices in responsible investment. It will culminate in the submission of a report to the Board, which it expects would be submitted during the next academic year. Updates on the Committee’s activities will be provided regularly on this site. Comments may be submitted to:bog.mcgill [at] mcgill.ca
(as of October, 2018)
End of Term
|Mr. Ram Panda, Chair, Board of Governors, ex officio|
|Prof. Suzanne Fortier, Principal and Vice-Chancellor, ex officio|
|Ms. Cynthia Price Verreault, Chair||[06/30/2020]|
|Ms. Maryse Bertrand, Vice-Chair||[06/30/2019]|
|Mr. Daniel Amon (Student Member)||[05/31/2019]|
|Mr. Ronald Critchley||[06/30/2019]|
|Mr. Gerald Sheff||[06/30/2020]|
|Prof. David Harpp||[06/30/2020]|
Prof. Yves Beauchamp, Vice-Principal (Administration and Finance)
Terms of Reference of the Committee to Advise on Matters of Social Responsibility (CAMSR)
The Committee to Advise on Matters of Social Responsibility (“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.
a. Other than ex-officio members, appointments to the Committee are approved by the Board, normally on the recommendation of the Nominating, Governance and Ethics Committee.
b. The Committee shall consist of six members, exclusive of ex officio members, selected, as indicated below, from the following categories of membership:
· one from the Board Investment Committee;
· two from:
o At-Large members of the Board; or
o Alumni Association members of the Board; or
o Governors Emeriti; or
o the general public;
· one from the Academic Staff or Senate members of the Board;
· one of the Administrative and Support Staff members of the Board;
· one student representative (member or observer of the Board).
c. 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 the Nominating, Governance and Ethics Committee.
e. The Committee may recommend the appointment of a Vice-Chair of the Committee, who shall be appointed by the Board, normally on the recommendation of the Nominating, Governance and Ethics Committee.
f. The Vice-Principal (Administration and Finance) shall serve as the Senior Steward to the Committee.
g. The Secretary-General or her/his delegate shall serve as Secretary and governance advisor to the Committee.
h. Where necessary or appropriate to facilitate and support the business of the Committee, the Senior Steward or Secretary may invite University staff to serve as resource persons for particular items of business before the Committee at a meeting.
For the purposes of the mandate of this Committee, the term “social injury” means the grave injurious impact which the activities of a legal person is found to have on consumers, employees, or other persons, or on the natural environment. Such activities include those 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, or to protect the natural environment. However, a legal person shall not be deemed to cause “social injury” simply because it does business with other legal persons which are themselves engaged in socially injurious activities.
3. Mandate of the Committee
Taking due regard of the mission of the University, and the fiduciary duties of the Board, the Committee shall advise the Board on matters concerning social responsibility related to University investments within the mandate of the Investment Committee of the Board.
Matters Subject to the authority of the Board of Governors
4. Social Responsibility and Investment Policy Matters
Without limiting the generality of the foregoing mandate, the Committee:
4.1 Shall meet periodically at the call of the Chair, and at least once per year, to review questions and issues of social responsibility related to University investment policy within the mandate of the Investment Committee of the Board;
4.2 Shall report to the Board within a reasonable time frame following each meeting and may make recommendations in writing, with appropriate supporting evidence and documentation, concerning the following:
i. proposed revisions to existing policy, guidelines and practices concerning endowment investments;
ii. follow-up with a legal person concerning a matter which was the subject of the Committee’s review or study, including proposed changes in corporate practice;
iii. support for shareholder resolutions recommending changes in a legal person’s management practice;
iv. proposed alternate actions, other than divestment of holdings, as deemed appropriate by the Committee.
4.3 May undertake studies of socially responsible investment policies and best practices;
4.4 May review information, data, analysis, reports and publications touching on issues of social responsibility;
4.5 May seek input and feedback from the University community as deemed appropriate.
5. Expressions of Concern, Submissions and Consideration
Without limiting the generality of the foregoing mandate, the Committee also:
Shall consider, report on and make recommendations to the Board with respect to written expressions of concern from the University community about matters of social responsibility related to University investment policy within the mandate of the Investment Committee of the Board, in accordance with the following provisions.
5.1 Submission of expression of concern
To be considered by the Committee, expressions of concern from the University community shall be:
a. initiated by one or more members of that community;
b. supported by a fully documented brief identifying the concern and alleged “social injury” that should be taken under consideration in investment decisions or the exercise of shareholders’ responsibilities;
c. supported by a petition of at least 300 signatures, deposited with the Secretary-General, in either hard copy or electronic copy, of which:
· up to 200 shall be from a single one of the four constituencies of the University community (academic staff, administrative and support staff, students and alumni members); and
· at least 100 shall be from at least two other University constituencies with a minimum of 25 from any one constituency;
· all signatures are capable of being authenticated against their respective constituency following the template attached in Appendix A
d. all signatures must be collected during the same academic year (September 1st to August 31st) in which the petition is deposited.
5.2 Consideration of an expression of concern
In its consideration of an expression of concern, submitted in accordance with section 5.1, the Committee:
a. shall consider the merits of an expression of concern and make findings based exclusively on the criterion of social injury defined in section 2.
Further, the Committee may:
b. establish and communicate the procedures it deems necessary;
c. invite and receive representations from members of the University community as it deems appropriate;
d. seek expertise and advice from external bodies, as it deems appropriate.
5.3 Report on the consideration of an expression of concern
a. Upon the conclusion of its consideration of an expression of concern, the Committee shall report to the Board in writing. The report shall include a summary of the expression of concern, the issue(s) of social responsibility raised and the extent of the concern among members of the University community based on the documents presented and representations made to the Committee, if any.
b. Where the Committee is satisfied that social injury, as defined in section 2, has occurred, and is of the opinion that action is warranted, it may recommend:
i. follow-up with a legal person concerning conduct which was the subject of the expression of concern, including proposed changes in corporate practice
ii. support for shareholders resolutions critical of a legal person’s management practice and an assignment of voting proxies;
iii. the preparation and presentation of shareholders resolutions recommending changes in a legal person’s management practice;
iv. divestment of holdings;
v. any other action deemed appropriate by the Committee.
c. Where the Committee has made a finding that social injury has occurred, in its consideration of possible actions, it shall take into account the gravity of the social injury, the potential effectiveness of various means of influencing corporate behaviour or of addressing the social injury, the University’s need to adhere to sound investment policy, and consistency between the possible actions and the mission of the University.
6. General Provisions
a. The Committee shall meet as soon as is practicable after the date of a submission of a concern that meets the requirements specified above.
b. The Committee shall report to the Board regularly following its receipt of an expression of concern and at least once a year.
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.
Revised - Approved by the Board of Governors on April 26, 2018
Final – (current model) Approved by the Executive Committee on September 24, 2007
Revised - Approved by the Executive Committee on January 25, 2010
Revised – Approved by the Board of Governors on May 22, 2014