TERMS OF REFERENCE
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 has the primary role to oversee and enhance University governance integrity, and the organization, procedures and performance of the Board of Governors.
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 as described above, the Governance Committee shall:
- Oversee the governance framework for the Board of Governors and for the University, and conduct periodic and selective review for compliance to the University’s strategic plan, and to the values and obligations of the University, through:
- Review and approval of the University’s Annual Institutional Accountability Plan & Report prior to submission to the provincial government; and,
- Follow up on action items and on other recommendations or directions of the Board.
- Advise and assist the Board of Governors and the President in advancing the goals of the University’s strategic plan.
- Monitor and advise the Board of Governors on developments and emerging best practices in governance, including Board liability and risk management.
- Review the roles and responsibilities of the Board of Governors, its Committees, Chairs, Governors and administrative support.
- Organize and oversee strategic sessions; ensure timely follow up of matters raised at strategic sessions.
- Develop processes for managing, and manage, confidential evaluations of the Board of Governors, committees and individuals in their governance capacities against such policies.
- Make recommendations to the Board of Governors for improvements (effectiveness, relevance, clarity) to governance structure and policies.
- Conduct specialized reviews of governance issues, and provide a report to the Board annually or as directed by the Board of Governors.
- 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 identify 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.
- Review on a regular basis governance relationships between UBC and its affiliated Boards (UBC Properties Trust, UBC Investment Management Trust, and the Staff Pension Plan).
- Maintain a current and complete Board of Governors Manual, including:
- 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.
MEMBERSHIP & PROCEDURES
Committee members are appointed by the Board Chair from among the Board members and include the Board Chair, the Chancellor, and the President as ex officio members, the Vice-Chair(s), one student member, one faculty member, and two Board members who are external to the University.
Appointments are made for a one-year term, from September 1 to August 31, with annual renewal.
The Committee Chair is responsible for the better conduct of meetings, including agendas, information processes, and oversight of reporting and action items.
The Committee may delegate, or be directed by the Board to oversee, work tasks and action items to sub-committees, the University Administration, or independent third-parties, on Board approval.
The Committee will receive additional and reasonable support for the assembly, assessment and reporting of information, including, with the approval of the Board Chair, access to independent counsel, subject to reasonable limits on resources available to the Board of Governors for these matters.
MEETINGS & QUORUM
The Governance Committee will meet at least four times per year, prior to three regularly scheduled Board of Governors meetings and within at least one strategic session.
Additionally, the Governance Committee may meet at the call of the Committee Chair as required.
Attendance by 50% of Governance Committee members is required to establish quorum.