Human Resources & Membership Committee

The official version of this document is housed with the University Secretariat. In the event of a discrepancy, the official version will prevail. A printable .pdf version of this document is available.

Human Resources & Membership Committee Terms of Reference

Approving Authority:  Board of Governors
Original Approval Date:  June 23, 2021
Effective Date: July 1, 2022
Date of Most Recent Review: June 22, 2022
Previous Reviews: 

1. Mandate

The Human Resources & Membership Committee is responsible for oversight of Human Resources matters, reviewing and monitoring Presidential performance, oversight of Board of Governors approved appointments, oversight of senior executive succession planning, and nominating members for appointment to the Board, its Committees and other bodies. 

The objectives of the committee are to ensure that the University can attract, motivate, and retain highly qualified employees to fulfill its mission and strategic objectives, and to ensure that the Board’s membership is appropriately skilled, reflects the communities the University serves and is able to exercise their fiduciary duty and duty of care to the institution. 

2. Responsibilities

2.1.  Negotiations and Compensation 

2.1.1.  Approve, on behalf of the Board of Governors, negotiations frameworks and advise on other matters relating to terms and conditions of employment and collective bargaining.  

2.1.2.  Approve, on behalf of the Board of Governors, negotiated collective bargaining agreements that are outside of an approved negotiation framework.

2.1.3.  Receive ongoing information on the status of negotiations and review, on behalf of the Board of Governors, negotiated collective and other compensation agreements that are within an approved negotiation framework and inform the Board of the settlement results.

2.1.4.  Monitor the competitiveness of salary, pension and benefit arrangements consistent with sound financial management, excellent employee-employer relations and the University’s desire to attract and retain above-average leadership.

2.2.  Human Resources 

2.2.1.  Monitor the University’s compliance with statutory responsibilities related to employment and report to the Board as required. 

2.2.2.  Monitor and provide oversight of programs and policies related to occupational health and safety. 

2.3.  Wellbeing

2.3.1.  Where there is a significant risk to the institution, receive updates on incidents or reviews related to non-academic misconduct, sexual violence and human rights. 

2.3.2.  Where appropriate, make recommendations for policy changes to the Governance Committee. 

2.4.  Membership & Board Succession Planning 

2.4.1.  Manage the succession planning process for the Board and its committees. Maintain frameworks for assessing the skills and competencies of current external governors and committee members and identifying areas where gaps exist and additional strengths are required. 

2.4.1.1. Ensure the Board of Trustees and Investment Subcommittee are consulted with regard to their skills and competencies frameworks. 

2.4.2.  Recommend individuals for appointment to the Board, its committees and other bodies, including the board of the Art Gallery of Guelph and, upon the recommendation of the President, the University Pension Plan, Ontario, Employer Sponsor Committee.

2.4.2.1. Ensure the chairs the Board of Trustees and Investment Subcommittee are consulted prior to approaching individuals for appointment to their respective committees.    

2.4.3.  Monitor the leadership needs of that Board and recommend individuals for appointment to the offices of Chair, Vice-Chair and Committee Chair. 

2.4.4.  Ensure diversity in the membership of the Board and its Committees, including diversity in the areas of age, gender, identity, race, professional background and personal experience. 

2.4.5.  Monitor member compliance with the Good Governance Policy for the Board of Governors and make recommendations for redress where required. 

2.4.6.  Develop and conduct the annual Board and committee member evaluation, make recommendations to the Board related to membership matters as appropriate. 

Seek the Governance Committee’s guidance on the annual evaluation to ensure that it appropriately captures feedback related to Board governance. Provide the Governance Committee with results related to Board governance to enable it to make recommendations to the Board as appropriate. 

2.5.  Senior Executive 

2.5.1.  Advise on Board policies pertaining to search processes for members of the Senior Executive and appointment approval processes, consistent with the provisions of the University of Guelph Act.

2.5.2.  Establish, on behalf of the Board of Governors, the compensation framework for the Senior Executive (including provisions for annual review) and monitor its implementation. Monitor implementation of the framework.  

2.5.3.  Monitor succession planning for Senior Executive roles offering advice to the President and recommendations to the Board, as appropriate. Receive, at least annually, an update on Senior Executive performance.

2.5.4.  In the event it is necessary to appoint an interim Vice-President or Secretary, receive advice and a recommendation from the President. Make a subsequent recommendation to the Board. 

2.6.  President 

2.6.1.  Advise on Board policies pertaining to presidential search, appointment, review (annual and end-of-term) and compensation.

2.6.2.  Review succession planning for the President and advise the Board on any necessary policies or actions.

2.6.3.  Advise the Chair of the Board on matters relating to presidential effectiveness and performance. Conduct, at least annually, a formal evaluation of the President’s performance. 

2.6.4.  Establish, on behalf of the Board of Governors, the specific terms and conditions of employment for the President.

2.6.5.  Informed by the established terms and conditions of employment, determine, on behalf of the Board of Governors, the annual base remuneration of the President and, based on an annual assessment of performance against established objectives, any performance-based compensation.

2.6.6.  Recommend to the Board individuals for appointment to the role of interim President & Vice-Chancellor. 

2.7.  Policy 
Exercise oversight of the following policies and policy areas:
•    Human Resources
•    University Appointments Policy

2.8.  Risk
As directed by the Audit & Risk Committee, the committee will monitor, receive updates and report on key developments and material risks in the following risk areas: 

• Human Resources
• Wellness
• Crisis Management

3. Membership

3.1.  The committee shall be comprised of the following:

3.1.1.  Regular Voting Members

• External Members of the Board appointed to the Governance Committee

3.1.2.  Ex-Officio Voting Members

• Chair, Board of Governors

3.1.3.  Non-Voting Members

• President & Vice-Chancellor
• University Secretary

4. Rules of Order

4.1.  Quorum

4.1.1.  A quorum for the transaction of business at meetings of the committee shall consist of a majority of the regular voting membership. 

4.1.2.  In the event a meeting does not achieve quorum, any ex-officio voting members present may be counted as regular voting members for the purposes of establishing quorum.

4.2.  Terms of Reference 

4.2.1.  The Committee shall review its terms of reference on an annual basis and recommend changes to the Governance Committee as necessary. 

4.3.  Chair

4.3.1.  The chair of the Governance Committee shall serve as chair of the Human Resources & Membership Committee, unless otherwise determined by the Board. 

4.4.  Time & Place of Meeting 

4.4.1.  Normally, meetings of the Human Resources & Membership Committee shall be held immediately following meetings of the Governance Committee.