Governance Committee

Terms of Reference

1. Membership

The membership of this committee shall consist of the following:

• Chair of the board, who shall be chair of the committee
• Vice-chair of the board
• The chairs of the following standing committees of the board: Audit Committee, Building & Properties Committee, Finance & Investment Committee and Pension & Benefits Committee, provided such chairs are either community-at-large members of the Board of Governors or appointees to the Board of Governors by the Lieutenant Governor in Council
• Up to three external members of the board chosen annually by the chair and approved by the board

Should either the chair of the board or the vice-chair of the board be the chair of one of the standing committees of the board referred to above, then the chair or vice-chair, as appropriate, shall serve on the Governance Committee as the representative of that standing committee, and no substitution shall be allowed.

2. Meetings

The committee will normally meet at least four times a year, more often as necessary.

3. Terms of Reference

To oversee all university governance and governance-related activities, including:

• ensuring effective operation of the board and its committees
• ensuring that committee mandates remain relevant and effective
• establishing criteria for evaluating incumbent governors and potential candidates for election to the board
• nominating prospective governors to accomplish the objectives of sections 11.2 and 11.6 of The University of Waterloo Act, 1972 and proposing appointments to board committees
• ensuring orientation and training of governors
• assessing the effectiveness of board, committees and governors
• reporting to the board on these activities at least annually

To evaluate on behalf of the board the performance of the president and vice-chancellor of the university and to review and approve his or her compensation and conditions of employment.

To review and approve the president’s recommendations with respect to compensation for designated executives as required by the province of Ontario’s executive compensation program.

To receive from the president and vice-chancellor, on at least an annual basis, reports on the performance, compensation and conditions of employment of the vice-presidents, the university secretary, the deans, the associate provosts and the associate vice-presidents and provide feedback to the president and vice-chancellor as appropriate.

Approved by the Board of Governors,  June 6, 2006.
Amended by the Board of Governors,  October 28, 2008.
Amended by the Board of Governors,  April 2, 2013.
Amended by the Board of Governors,  April 1, 2014.
Amended by the Board of Governors, October 30, 2018.