Governance, People and Culture Committee

Terms of Reference

1. Authority

The Governance, People and Culture 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 Governance, People and Culture Committee shall oversee the nomination of governors on behalf of the Executive Committee, shall monitor the Board’s governance processes and recommend amendments thereto from time to time, and shall oversee the University’s organizational, cultural and human resources frameworks, strategies and policies.

3. Duties and Responsibilities

1. Propose to the Executive Committee the names of individuals for membership on the Board in conformity with the General By-law and the Protocol for the recruitment, selection and appointment of members of the Board of Governors and for membership of subsidiary or university-related entities. 
2. Review the General By-law and governance, and equity, people and organizational culture related policies of the Board at least once every five years, and when considered desirable for the purpose of furthering the objectives of the Board and the University, recommend to the Board amendments thereto.
3. In considering the selection of a Chair of the Board of Governors, establish an Advisory Committee for the Selection of the Chair of the Board of Governors, monitor and receive reports from the Secretary on the implementation of the selection process.
4. Receive reports on the University’s enterprise risk framework and provide oversight of risks as it relates to the mandate of the Committee.
5. Monitor and advise on orientation and development initiatives for Governors.
6. Develop, implement and monitor procedures for assessing the effectiveness of the Board and its members, review the structure and operations of the Board and Board Committees and recommend to the Board changes thereto.
7. Ensure the University’s compliance with employment-related legislation, including workplace health and safety.
8. Annually review the University’s strategies and plans for staff engagement, recruitment, retention, development and training, employee well-being, performance, compensation and succession planning.
9. Oversee and make recommendations to the Board on pension matters and consult with the Finance and Audit Committee as required.
10. Undertake any such other duties as the committee might reasonably perform in carrying out its duties or as may be requested by the Chair of the Board or Executive Committee.

4. Composition

4.1 Committee Chair

1. The Board of Governors shall appoint a Chair of the Committee from among its external members.
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 absence of the Chair of the Committee, the Committee may appoint an acting Chair, normally from external members, who shall have all 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 members including:

1. At least four (4) members appointed by the Board from among the external members of the Board, one to be appointed by the Board as Chair of the Committee.
2. The President of the University, ex-officio voting member.
3. The Chair of the Board of Governors, 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.

4.3 Vacancies

If, due to a vacancy or vacancies, the Committee complement falls to less than eight (8) voting members, the Chair, in consultation with the Chair of the Board, may appoint interim external members to bring the Committee’s complement to eight (8) voting members. Such interim external members sit will full rights and privileges until the next regular meeting of the Board of Governors, at which they are either confirmed as a regular member or replaced through the appointment by the Board of another external member of the Board.

4.4 Executive Support

The President, the Provost and Vice-President Academic, and Vice-President Research and Innovation shall 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 Vice-President Research and Innovation have a standing invitation to attend meetings of the Committee.

4.6 Secretary

The Secretary of the Board or their designate shall be the Secretary of the Committee.

The 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 term of office of the Chair of the Committee and external members of the Committee shall be for two years from the effective date of their appointment as established by the Board 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 on the Board.

The Committee Chair or the Committee may request that a member step down from the Committee where a persistent conflict of interest, that cannot be resolved by occasional recusation, renders their term on the Committee untenable.  Where a member has not stepped down from the Committee upon a request from the Chair or the Committee that they do so, the Chair of the Committee or the Committee may request of the Board of Governors that the member be removed from the Committee.

6. Meetings

6.1 Quorum

The quorum of Committee meetings is three (3) members, including at least two (2) external members, that may include the Committee Chair.

6.2 Agenda

The Agenda of the Academic Resources Committee normally includes the following items:

1. Remarks from the Chair
2. Remarks from the President of the University
3. Organizational Culture matters
4. Governance matters
5. Other business
6. In Camera session

To ensure all elements of the Committee's mandate are given due consideration throughout the governance year, items related to People and Culture and Governance will alternate as the first agenda item following the President's remarks at each meeting.

6.3 Frequency

The Committee normally meets once before each meeting 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.

A written report of items discussed by the Committee and decisions taken is presented by the Chair of the Committee at the next open session of the Board of Governors.

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. 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.

8. 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 Board of Governors, December 4, 2007

Revised and Approved by Board of Governors, June 28, 2016

Name Change and Terms Revised and Approved by Board of Governors, June 24, 2025