Governance & Nominating Committee Charter
Name of Committee:
Governance & Nominating Committee
Name of Committee Sponsor:
Board of Governors
The purpose of the Governance and Nominating Committee is to assist the Board of Mount Royal University improve its effectiveness, advising the Board regarding governance matters, assisting the Board in developing policies, nominating and recommending potential members for vacancies on the Board of Governors, and recommending Board Committee appointments to the Board.
The Committee has the authority to:
- delegate authority to the President, in concert with either the Board Chair or the Board Vice-Chair, to act in extraordinary circumstances requiring immediate attention and decisions, subject to ratification of the decisions by the full board;
- approve changes to or creation of policies,
- approve or initiate changes to by-laws, terms of reference, committee structure and other procedures or regulations impacting the operation of the Board of Governors.
The Governance and Nominating Committee shall consist of:
- the Chair of the Board;
- the Vice-Chair of the Board;
- three public members of the Board;
- one internal member of the Board; and
- the University President, as Ex Officio.
The Chair will be the Chair of the Mount Royal University Board of Governors.
Term of Office:
The term of office for all members of the committee shall be one year, ending on the date of the Board’s first regular meeting in the academic year.
The quorum shall consist of a simple majority of members.
An important expectation for committee members is one of confidentiality. It is extremely important that each member of the committee be encouraged to share his or her thoughts, concerns and opinions with the committee, and that those thoughts be held in the strictest confidence by the entire committee. The Committee shall strive to operate (whenever possible) by consensus rather than by majority rule. The Committee may establish procedures and policies for the conduct of its meetings, including preparation of agendas and recording of minutes as determined by the Committee from time to time.
Code of Conduct:
The Committee shall be responsible for the development of a Code of Conduct for the Board of Governors and the President regarding the governance of the institution, and shall monitor compliance for reporting to the Board.
The principal responsibility of the Governance and Nominating Committee is to improve the effectiveness of governance of the Board of Governors. It does so through a variety of means including but not limited to:
- reviewing the performance of the Board of Governors;
- reviewing the performance of the Chair of the Board of Governors;
- reviewing the performance of individual members of the Board of Governors;
- reviewing policies governing institutional operations and relationships.
- As per Ministry guidelines for the appointment of Board Chairs, to act as the Board of Governors’ sub-committee for the purpose of recommending a replacement in the event of a Board Chair vacancy. The sub-committee shall be responsible for reviewing, in-camera, all applications and confirming or making adjustments to the list of candidates meeting the eligibility criteria;
- Reviewing and recommending to the Board of Governors, potential members, including the Chair and Vice-Chair, for nomination for vacancies on the Board of Governors;
- Identifying potential candidates for Honourary Degrees and submitting nominations to the Honourary Appointments Committee for consideration;
- Recommending to the Board of Governors appointments to the Board’s Committees;
- Ensuring that there is appropriate orientation and ongoing training for Board members;
- Setting the agenda for the annual Board of Governors Retreat;
- Reviewing the structure and roles of Board committees;
- Recommending to the Board of Governors changes to policies, as appropriate;
- Reviewing its Charter annually and recommending revisions to the Board for approval.
The Committee will report, providing the appropriate level of detail, to the full Board at the next regularly scheduled meeting of the Board of Governors following each Committee meeting.
The University Secretariat will provide administrative support. The Director, University Secretariat, shall serve as a resource and the Board Secretary will serve as recording secretary for this Committee. Budget to cover meeting expenses, photocopying and other related activities will be housed in the University Secretariat
The records of the Committee’s decisions shall be maintained by University Secretariat in the form of correspondence related to those decisions, legal documents, and/or minutes of meetings as appropriate.
This is a standing committee of the Board of Governors.