Executive Committee

Terms of Reference

1. Authority

The Executive Committee is established by the Board of Governor under section 10 (e) of the Act (1965) and made an Administrative Committee pursuant to section 5 of the By-Laws of the Board of Governors.

2. Purpose

The Executive Committee provides guidance and leadership to the Board on all matters for which a cross-committee consideration is desirable.  It ensures continuity of Board decision-making authority on all matters of import to the University between meetings of the Board, discharges the Board’s responsibility in the negotiation and approval of collective agreements, assigns new issues to Board Committees as appropriate, takes required decisions, including the approval of policies, not in the responsibilities of other committees of the Board and oversees the University’s enterprise risk management process.

3. Duties and Responsibilities

The Executive Committee shall have power and authority to act for the Board in relation to the following matters

1. Appropriation(s) outside the approved budget not more than 1% of the approved budget for any fiscal year, subject to reporting any such appropriations to the Board meeting next following the decision.
2. Labour relations matters.
3. Collective agreements, including oversight of negotiations, approval of negotiation mandates and approval of settlements, with settlements approved by all parties and being in effect, reported to the Board.
4. In considering the renewal of a presidential term, lead the review of the President’s performance over the concluding term and recommend to the Board of Governors whether the presidential term should be renewed.
5. Recommendation to the Board of the appointment and removal of senior leadership of the University, including the President, Vice Presidents, Deans or other officers whose appointment the Chair, the Vice Chair or President deem of sufficient importance to the University to warrant prior debate by – and recommendation from – the Committee.
6. Provide advice to the President regarding succession plans for Vice-Presidents.
7. Assessment and oversight of the President’s and Senior Executive’s performance and approval of compensation of senior leaders appointed by the Board.
8. Matters that in the opinion of the Chair, the Vice-Chair or in their absence the President are of import and for which:
   • Any urgent matter where time does not permit the calling of a regular or special meeting of the Board.
   • As a matter arising during the summer months, does not warrant the calling of a special meeting of the Board.
   • Normally falling within the purview of another committee of the Board and not normally requiring the approval of the Executive Committee for which a consultation of all chairs of committees of the Board is beneficial,
   • Subject to any decision taken on such a matter being reported to the Board for information at the next regular meeting of the Board.
9. Approval of the University’s Enterprise Risk Management Framework, oversight of risk mitigation strategies and coordination of the oversight of risk by each committee of the Board under their respective mandate.
10. Representation of the Board in meetings with the Senate, or its representatives.
11. Any matters that, in the opinion of the Chair or Vice Chair, intersects the mandate of several committees of the Board or does not fall within the mandates of any committees of the Board, and requires oversight or a decision by the Board.
12. The Executive Committee may review any matters relating to the property, revenue, business and affairs of the University prior to the submission of such matters to the Board, and shall prepare or cause to be prepared and submitted to the Board such information and data as the Executive Committee considers pertinent to assist in the consideration of such matters by the Board, and the Executive Committee may make such recommendations to the Board with respect to such matters as it may deem appropriate.
13. The Executive Committee may review the names of individuals to the Board for membership on the Board in conformance with the requirements of the by-laws, may propose to the Board the membership of the various Committees of the Board, including the chairs and vice-chairs thereof, and make recommendations to the Board for final approval.
14. Review and recommend to the Board from time-to-time amendments to policies related to the Committee’s mandate.

4. Composition

4.1 Committee Chair

1. The Chair of the Board or in their absence the Vice Chair of the Board is the Chair of the Executive Committee.
2. The Chair of the Committee shall chair meetings of the Committee and has all of the authority, rights and responsibilities normally incumbent on a Committee Chair under generally accepted rules of order in Canada.
3. In the absence of the Chair or the Vice Chair of the Board, the Committee may appoint the Chair of another Committee of the Board as acting Chair, who shall have all of the authority, rights and responsibilities of the Committee Chair for a given meeting.

4.2 Committee Compliment

4.2.1 Committee Members

The Committee shall have no fewer than eight (8) members including:

1. The Chair of the Board as Chair of the Committee
2. The Vice Chair of the Board as the Vice Chair of the Committee
3. The Chairs of all other Board committees (5)
4. The President of the University, ex-officio voting member.

4.2.2 Appointment of Members and Skills Matrix

The Committee shall undertake yearly a review of its skills matrix and, concordantly, recommend to the Board the appointment or renewal of external Committee members, including the Committee Chair. Committee members should possess skills and backgrounds that align with the Committee’s mandate.

4.4 Executive Support

The President, Provost and Vice-President Academic and Vice-President Finance and Administration report and provide support to the Committee in submitting, in coordination with the Secretary, reports, advice and recommendations in keeping with the Committee’s mandate

4.5 Standing Invitations

The Provost and Vice-President Academic and the Vice-President, Finance and Administration have a standing invitation to attend meetings of the Committee. When the Committee is to consider labour relations matters related to collective bargaining, the Vice-President Equity, People and Culture has a standing invitation to attend.

4.6 Secretary

1. The Secretary of the Board or their designate shall be the Secretary of the Committee.
2. he Secretary will prepare, in consultation with university executives and in coordination with the Chair of the Committee, the agenda and all documentation in support of items of business on the Committee’s agenda and will keep records of the Committee’s business. Minutes of meeting prepared by the Secretary are normally approved under the consent  agenda at the next regular meeting.

5. Term of Office

5.1 Duration of Term and Renewal

The Chair of the Board is the Chair of the Executive Committee for the duration of their term of office as Chair of the Board as defined under the Procedure Governing the Appointment of the Chair of the Board. Chairs of other Board Committee are members of the Executive Committee for the duration of their term as Chair of those committees, which is defined in the terms of each committee as being of a duration of two years from the effective date of their appointment as Chair of those committees and shall be renewable for successive two-year terms until the expiration of their term as external members of the Board.

5.2 Cessation of Term

A member of the Committee ceases to be a member upon the expiration of their term as Chair of the Board, Vice Chair of the Board, Chair of another Committee of the Board or as a member of the Board, or as President of the University.

6. Meetings

6.1 Quorum

The quorum of Committee meetings is three (3) members.

6.2 Agenda

The Agenda of the Executive Committee normally includes the following items:

1. Remarks from the Chair
2. Remarks from the President of the University
3. Other Business
4. Consent Agenda
5. In Camera session

6.3 Frequency

The Committee normally meets in advance of each regular meeting of the Board and from time to time to discuss matters of import for which, in the opinion of the Chair or Vice-Chair of the Board, time does not permit the calling of a regular or special meeting of the Board or matters that arise during the summer months. A written report of decisions taken in the Board’s stead is presented by the Chair of the Board at the next open session of the Board of Governors.

6.4 Confidentiality

Meetings of the Committee, documents provided in support of those meetings and records of meetings are confidential and kept by the Secretary.

6.5 In Camera Sessions

At each regular meeting, the Committee will hold an in camera discussion. The in camera session is limited to Committee members, with university officials attending at the Chair’s invitation.  No decisions are taken in in camera sessions. Any question of import raised in an in camera session that requires action, will be communicated to the Committee Secretary by the Chair.

6.6 Special Meetings

The Chair of the Committee may call a special meeting to discuss a timely matter that cannot wait until the next regular meeting of the Committee.

7. Decision in Lieu and Special Authority

As the Chair or the Vice Chair of the Board calls a special meeting of the Executive Committee of the Board to exercise the authority granted to the Executive Committee to take decisions in the Board’s stead, the Chair of the Board, the Vice Chair of the Board or the Secretary in their stead, will communicate upon the calling of the meeting, to all members of the Board that such authority has been invoked and the reasons for which the authority needed be invoked.

8. Annual Workplan

Each year, normally in May, the Committee will approve a workplan outlining recuring and predictable items for consideration for the coming governance year.  The Committee’s workplan will be reviewed for coherence with other committee workplans by the Governance, People and Culture Committee and approved by the Board of Governors, normally in June, with effect the following July 1.

9. Review of Committee Terms of Reference

From time to time and not beyond five years since the last review, the Committee will review its Terms of Reference and recommend to the Board for approval any modifications thereto.

Approved by the Board of Governors, June 24, 2025