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. Comments may be submitted to: bog.mcgill [at] mcgill.ca
CAMSR UpdateCAMSR Update
CAMSR held its sixth regular meeting of the governance year on June 17, 2019.
In the context of welcoming new Committee members, whose terms have recently started or will be starting in July 2019, the Committee dedicated the June 17, 2019 meeting to an orientation and a review of the Committee’s activities to date. In addition, the Committee received a report on initiatives at other universities and at not-for-profit organizations with respect to socially responsible investment practices.
CAMSR UpdateCAMSR Update
CAMSR held its fifth regular meeting of the governance year on May 16, 2019.
At this meeting, the Committee received reports on socially responsible investment (SRI) initiatives at Canadian and international universities, and not-for-profit organizations. The Committee discussed the general trend within the university, and not-for-profit sectors towards establishing SRI policies and practices, including through the creation of sustainable investment funds.
The Committee also reviewed the status of divestment decisions and campaigns at a number of universities.
Professor Christopher Buddle and Mr. Nicholas Dunn, representatives of Senate appointed by Senate to participate in CAMSR’s consultation sessions, attended this session.
April 23, 2019
CAMSR held its fourth regular meeting of the governance year on April 17, 2019. At this meeting, CAMSR held two consultation sessions and received a presentation relating to recent reports on climate change. The Committee also initiated consideration of practices and policies in the area of socially responsible investment at other universities and organizations and addressed matters related to conflicts of interest.
Mr. Marc Weinstein, Vice-Principal (University Advancement), presented an overview of the context and trends in relation to socially responsible investing from the perspective of the donor community. A copy of the presentation is available here:
Me Line Thibault, General Counsel, Legal Services, spoke about the legal framework regarding gifts, as defined by provisions of the Civil Code of Quebec (starting with article 1806)
The Committee received a presentation delivered by Professor Nigel Roulet (Faculty of Science) on the findings of two recently issued reports on climate change:
As part of an additional process of due diligence, the Committee undertook a supplemental process to address whether members of CAMSR were in real or perceived conflict of interest within the meaning of the Code of Ethics in relation to the Senate resolution. Through this process, all Committee members confirmed that they do not hold or have held within the last three years, a position that would allow them to derive a direct financial benefit (10% or greater of their net worth) from companies whose primary business is the extraction, distribution or sale of fossil fuels.
The Committee also began consideration of practices in socially responsible investment at other universities and organizations. The Committee will continue its work in this area at its next meeting, to be held on May 16, 2019.
In response to interest expressed by members of Senate to learn more about the University’s investment framework, an information session dedicated to this subject will be held on March 19, 2019. This session is open to all members of Senate and CAMSR.
Please use the following link to listen to the presentation: https://youtu.be/SfpVaodkS5c
CAMSR held its third regular meeting of the governance year on February 18, 2019. At this meeting, CAMSR consulted with the University’s Office of Investments and experts from external organizations.
The next CAMSR meeting will be held on April 17, 2019. Further details will be provided in the near future.
At the Board’s December 13, 2018 meeting, it was agreed that CAMSR will make every effort to submit its report to the Board by the final Board meeting of the 2019 calendar year. CAMSR’s next meeting will be held on February 18, 2019. This meeting will mainly be dedicated to reviewing the University’s current SRI investment framework and consultation sessions with external investment managers and organizations.
CAMSR held its second regular meeting of the governance year on December 3, 2018. At this meeting, CAMSR held the first round of consultation sessions with members of the McGill community. Presentations and information received by the Committee are available here (posted on January 8, 2019; updated on February 13, 2019).
During the sessions, the following questions were raised:
1. What question is CAMSR considering and how is it related to its mandate?
The question that CAMSR is considering is to determine what advice it should provide to the Board of Governors (Board) with respect to the Senate motion on divestment that has been referred to CAMSR by the Board at its meeting of October 4, 2018. This question is being considered by CAMSR in the context of its mandate, which states:
“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 (CAMSR Terms of Reference, 2018).
To address the question, CAMSR, in line with the authority established under its terms of reference, may undertake studies of socially responsible investment policies and best practices and may propose to the Board revisions to existing policy, guidelines and practices concerning endowment investments. (CAMSR Terms of Reference, 2018).
2. CAMSR announced that it expects it would submit its report to the Board during the 2019-2020 academic year. Could CAMSR submit its report sooner?
CAMSR’s plan is to submit to the Board a report during the 2019-2020 academic year. This timeline corresponds to the nature and amount of work that CAMSR needs to undertake in order to thoroughly examine the subject matter of the motion and formulate recommendations to the Board that take into account the Board’s fiduciary duties and the University’s mission.
CAMSR’s process includes a number of activities it will carry out in the course of its work. These activities involve consultations with members of the community and subject matter experts. They also include consideration of practices in the area of socially responsible investment at other universities and within comparable sectors. Based on this process, the Committee will assess options and prepare a report for consideration by the Board. Based on the amount and nature of work involved, the established timeline is appropriate.
3. Will CAMSR share its report with the University community for comment before submitting it to the Board?
As a standing Committee of the Board, CAMSR has a duty to advise the Board and its responsibility is to report and make recommendations to the Board. Consistent with this mandate, CAMSR will submit its report directly to the Board. However, in the interest of transparency, CAMSR will continue to communicate on its activities. It will continue to publish summaries of its meetings and other pertinent information it considers in the course of its work. It will also submit, on a regular basis, progress reports to the Board, which, in turn, will submit reports to Senate. Members of the community may also submit written input or comments to CAMSR at: bog.mcgill [at] mcgill.ca.
CAMSR’s next meeting will be held on February 18, 2019. Further details will be provided in the near future.
At its next meeting, to be held on December 3, 2018, CAMSR will be holding consultation sessions with:
Further details on the consultation sessions will be available after the meeting.
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.
CAMSR held its first regular meeting of the governance year on October 22, 2018. At this meeting, 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 June 2019)
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||[06/30/2021]|
|Mr. Bryan Buraga (Student Member)||[05/31/2020]|
|Mr. Ronald Critchley||[06/30/2019]|
|Mr. Sam Altman||[06/30/2021]|
|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