Terms of Reference

Purpose

The Governance and Executive Committee is responsible to the Board for:

  • Where necessary the business of the Board is conducted between meetings, as per delegated authority specified under the Board Bylaws, Section 5. Meetings.
  • The membership of the Board of Governors of the University of Saskatchewan is selected and educated in its responsibilities in such a way that it brings expertise aligned with the university’s strategic goals and risks.
  • The Board has a sound approach to corporate governance and operates according to established principles of good governance.
  • The Committee plans the annual Board retreat and oversees/monitors the Board’s annual workplan(s).
  • The Committee ensures strategic direction is set.
  • Appropriate goals and performance expectations are set out for the President, and the President is appropriately supported and compensated.
  • Ensures and oversees succession and transition planning for the President.

Membership and Quorum

In accordance with the Board’s bylaws, membership on the Governance and Executive committee includes the Board Chair, the Vice-chair and all other standing committee chairs of the Board, and the President. 

  • The Vice-Chair of the Board shall chair the Governance and Executive Committee.
  • Two Board members who are members of the committee shall constitute a quorum. *
  • The Governance and Executive Committee may invite such officers, directors, and employees of the University and external consultants as it may see fit from time to time to attend meetings of the Governance and Executive Committee and assist in the discussion and consideration of matters before the Committee.
* Board Bylaws Article VIII Section 8 QUORUM (Two Board members who are members of that committee shall constitute a quorum for all standing committees.

Membership 

  • Keith Martell (Chair)
  • Peter Stoicheff
  • Herb McFaull
  • Marty Seymour
  • Shelley Brown

Key External Stakeholders

  • None

Key Internal Stakeholders

  • University Secretary and Chief Governance Officer
  • Others as deemed appropriate

Committee Focus

Long-term pro-active activities

  • Concern with the regular operation of the institution and the Board’s obligation for fiduciary oversight.
  • Concern with the guiding principles and policies of the institution.

  • Oversight of priorities for fundraising in collaboration with L & F and A & F.
  • Periodically review accountability mechanisms and metrics that assess the impact of the president, and the effectiveness of the Board.
  • Support institutional strategic planning for future of the institution and ongoing monitoring and reporting on active strategic plans.
  • Provide for the Board’s strategic planning activities, including setting aside time each year for the Board to participate with senior administration in strategic planning.

Items for the Board

The Governance and Executive Committee will make recommendations for approval and/or report to the Board for information with respect to the following:

  • Periodic assessments of Board and Board member performance.
  • Appointments to standing and ad hoc Committees.
  • Orientation of new Board members.
  • Regular review and update of Board mandate, bylaws, and position descriptions, code of conduct, ethical guidelines, and Committee terms of reference.
  • Annual work plan for the Board.
  • The annual compensation of the President.
  • Annually review the performance of the president and provide input to the president on performance of the executive who reports directly to the governing body.

Contact

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