The purpose of the Governance Committee Terms of Reference is to ensure that the responsibilities and expectations delegated to the Governance Committee by the Board of Governors are clear and well defined.
The Governance Committee is a Standing Committee of the UBC Board of Governors, with the primary role to oversee and enhance Board of Governors organization, procedures and performance, and University governance integrity.
The Committee assesses the University’s governance development and practices in accordance with adopted policies, principles and strategies, and makes recommendations on these matters to the Board of Governors.
Without limiting the general responsibilities described above, the Governance Committee shall:
Review the roles and responsibilities of the Board of Governors, its committees, chairs, Governors and administrative support.
Make recommendations to the Board of Governors for improvements (effectiveness, relevance, clarity) to governance structure and policies.
Develop processes for managing, and manage, confidential evaluations of the Board of Governors, committees and individuals in their governance capacities against such policies.
In consultation with the provincial Board Resourcing & Development Office, identify competencies (skills and experience) and personal attributes required to fulfill the roles and responsibilities of the Board of Governors in accordance with the principles and strategic plan of the University.
Maintain (through the Board Secretariat) an analytical framework assessing competencies, expertise, skills, background and personal qualities of current Governors, and identifying areas where additional strengths are required (this framework is shared with all bodies that appoint, elect, or nominate Board of Governors members).
Identify potential member-candidates (appointed) for consideration by the Board of Governors and the provincial Board Resourcing & Development Office, in support of orderly succession of Governors.
Review, update and report to the Board of Governors on the orientation and continuing education of Governors, promoting better understanding of current University business, affairs, and good governance practices.
Review the information needs and time restrictions of Governors, in addition to orientation and continuing education, and assess and report to the Board of Governors on information management systems and practices of the Board to maximize effective use of time in Board governance matters, including Board meetings and annual and long-term agendas of governance matters.
Monitor and advise the Board of Governors on developments and emerging best practices in governance, including Board liability and risk management.
Conduct specialized reviews on governance issues, and provide a report to the Board annually or as directed by the Board of Governors.
Advise and assist the Board of Governors and the President in advancing the goals of the University’s strategic plan, including organization and oversight of strategic sessions, and the timely follow up of matters raised at the strategic sessions.
Oversee the governance framework for the Board of Governors and the University, through periodic and selective review for compliance to the strategic plan, values, and obligations of the University. This will include:
- Preparing an annual report to the Board on University governance performance measured against the strategic plan and policies of the University
- Following up on action items from the annual report of the Governance Committee, and on other recommendations or directions of the Board.
- Maintaining a current and complete Board Manual of documents such as:
- the legislative context, including a summary of legislative authority and accountability from federal, to provincial, to local levels;
- a Board Charter to confirm statutory authority and obligations, and statements of roles and responsibilities of Board Committees, the President, the Chair, and Governors;
- the organization of the University governance structure, including key personnel, committees, and associated organizations;
- the University’s strategic plan and related policies for evaluation of University governance;
- Board procedures, including the appointment, evaluation and succession of Governors, and Board information-management policies, including meeting agendas and protocol;
- governance compliance, including processes to evaluate compliance to regulatory and external obligations of the University;
- a University Community statement, including the purposes and governance relationships of the University’s subsidiaries, affiliated and associated organizations, trusts, and foundations;
- an integrity infrastructure policy: statements of value, mission and vision, and standards and guidelines for conduct, including conflict of interest and communications policies, and systems for confidential submission, review and response to concerns; and,
a Communications Policy and protocols for communication among governance parties including Ministries, Governors, the University Executive, and the University community of students, staff, faculty, and the public.
A summary of each Governance Committee meeting is circulated to each Board member, generally within two business days following the Committee meeting.
The Committee reports to the Board of Governors on Board performance and University governance once per year.