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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 [3] of this document is available.

Governance Committee Terms of Reference

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

1. Mandate

The Governance Committee is responsible for the oversight and ongoing improvement of the Board’s governance policies, practices and performance. The objective of the Committee is to ensure that the principles of transparency, accountability, inclusiveness and effectiveness are integrated in and respected at all levels of Board governance.
The Committee also holds responsibility for policy oversight, including review of major University policies, and acts as the committee of last resort for matters within the purview of the Board of Governors not assigned to other committees. 

2. Responsibilities 

2.1.  Governance Oversight & Policies 

2.1.1.  Monitor the relationship between the Board and the other constituent parts of the University’s governance structure as established in the University of Guelph Act. 

2.1.2.  Ensure the Board of Governors’ bylaws and other governing documents, including:

• Good Governance Policy for the Board of Governors 
• Board Electoral Procedures
•  Board Appointment Protocol

are reviewed at least every five years. Assess the need for revisions and provide recommendations to the Board of Governors. 

2.1.3.  Ensure that each Board committee undertakes an annual review of its terms of reference. Receive feedback arising from the annual reviews, assess the need for revisions and provide recommendations to the Board of Governors.

2.1.4.  Ensure a comprehensive Board governance review, including a review of the Board’s committee structure, is undertaken approximately every ten years. 

2.1.5.  Review the Board and committee member evaluation prior to its issuance each year. Provide feedback to the Human Resources & Membership Committee to ensure that the evaluation appropriately captures feedback related to Board governance. Review results related to Board governance and make recommendations to the Board as appropriate. 

2.1.6.  Advise on programs for the orientation and ongoing education and development of members of the Board of Governors. 

2.1.7.  Advise on the structure and effectiveness of Board meetings and meeting materials. Ensure that Board processes are aligned with best practices in higher education governance and enable the University to make the best use of governors’ time. 

2.2.  Strategic Plan

2.2.1.  Ensure the Board receives regular updates on the institutional strategic plan, including updates relative to performance and progress. 

2.3.  Wellbeing 

2.3.1.  Monitor and provide oversight of programs and policies related to promoting and protecting the wellbeing of the University community, including in the areas of sexual violence and human rights. 

Receive recommendations for change arising from specific incidents or reviews from the Human Resources & Membership Committee.  

Review proposed policy changes and provide recommendations to the Board. 

2.4.  Policy 

2.4.1.  Exercise oversight of the Policy on Establishing University Policies and Procedures, the University’s policy framework and related review requirements. Exercise oversight of policies within the Committee’s mandate, including the following policies and policy areas:

• Copyright, Trademarks and Intellectual Property  
• Government Relations and Communications 
• Human Rights
• Non-Academic Misconduct
• Policy Statement on Freedom of Expression
• Sexual Violence
• Signing Authority and Document Execution
• Policies not assigned to, or appropriately within the mandate of, another Board of Governors committee 

2.5.  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: 

• Compliance, including all government directives and legislation not more appropriately within the mandate of another committee.

2.6.  Committee of Last Resort 

The Board Chair may, at their discretion, bring any matter within the purview of the Board of Governors which is not assigned to, or more appropriately within the mandate of, another Board of Governors committee before the Governance Committee for review and recommendation to the Board. 

3. Membership

3.1.  The committee shall be comprised of the following:

3.1.1.  Regular Voting Members

• Up to five (5) external members who shall normally be members of the Board, giving preference to inclusion of the Board Vice-Chair(s) and the Chair of the Finance Committee 
• One (1) or two (2) staff or faculty members of the Board
• One (1) undergraduate or graduate student member of the Board

3.1.2.  Ex-Officio Voting Members

• Chair, Board of Governors
• President & Vice-Chancellor

3.1.3.  Non-Voting Members

• University Secretary 

3.2.  A majority of the voting membership of the committee shall be comprised of external members of the Board. 

3.3.  The committee Chair shall be appointed by the Board of Governors from among the external members.

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 Board as necessary.