Governance & Leadership Committee

Name	Appointment Type	Start of Term	End of Term
Murray Gamble [Chair]	Ex-officio, Chair, Board of Governors	May 1, 2024	April 30, 2025
Michael Ashmore	Member, Board of Governors	May 1, 2024	April 30, 2025
Aubrey Basdeo	Member, Board of Governors	May 1, 2024	April 30, 2025
Linda Blair	Member, Board of Governors	May 1, 2024	April 30, 2025
Teresa Fortney	Member, Board of Governors	May 1, 2024	April 30, 2025
Bilal Kahn	Member, Board of Governors	May 1, 2024	April 30, 2025
John Saabas	Member, Board of Governors	May 1, 2024	April 30, 2025
Sarah Willey-Thomas	Secretary (non-voting)

---

Terms of Reference

1. Mandate and Authority 

The Governance & Leadership Committee is responsible for oversight of the practices and performance of the Board of Governors and its committees. The Committee also provides oversight for matters pertaining to executive compensation, performance and succession; as well as employee compensation, negotiations and human resource matters.   

The Committee will provide oversight for Board and University policy and risk management in areas related to its mandate, and may provide risk directives to other standing committees of the Board, in combination with the Audit & Risk Committee.  

The Committee is a standing committee of the Board of Governors and is established in accordance with the University of Waterloo Act, and Board of Governors By-law 1. 

2. Responsibilities 

   2.1 Board Governance 

      2.1.1 Annually review and promote the health of the University’s shared governance system, identify opportunities, and make recommendations to the Board to enhance relationships between and among the governing bodies, between those bodies and the University administration, and between the governance bodies and those parties affected by the decisions of the governance bodies.  

      2.1.2 Periodically, and at least every ten years, recommend to the Board a review of the governance system in part or in whole and provide recommendations to the Committee for consideration. The Committee’s role is to receive and consider such recommendations, seek feedback and recommend a governance improvement plan to the Board of Governors. 

      2.1.3 Approve the process to annually review the effectiveness of the Board and its standing committees, ensuring that the process remains relevant and reflects governance leading practices. 

      2.1.4 Oversee the administration of the annual Board and committee review process, assess the results, and recommend to the Board any required changes in board and committee governance policies, procedures and/or practices to address issues or deficiencies arising from the annual Board and committee review process.  

      2.1.5 Review and recommend to the Board any changes to standing committee terms of reference.  

      2.1.6 Oversee a program of training and development for the Governors, as a whole or in groups, to enable them to be effective and engaged Board members, and where possible, to remedy identified skill gaps.  

      2.1.7 Ensure that Board Committees implement annual committee-specific training and education, to enable the committees to fulfill their obligations to the Board. 

      2.1.8 Report annually to the Board the education and training undertaken by the Board, committees and individual governors.  

   2.2 Board Membership and Succession Planning 

      2.2.1 Oversee an annual succession planning process to ensure continuity of Board and committee leadership.  

      2.2.2 Annually consider the fiduciary responsibilities of the Board and committees, the strategic priorities and direction of the University, and identify the skills and attributes required to enable the Board to be effective. 

      2.2.3 Ensure a recruitment processes is in place that endeavours to recruit candidates from designated groups and meets the skills and requirements of the Board and its committees. 1 

      2.2.4 Source candidates by soliciting prospective names from sources that may include but are not limited to current and past-serving governors, institutional partners, community leaders, Indigenous host nations, and online sources including public calls for nominations. 

      2.2.5 Oversee a Board and Board committee member selection process that is objectively grounded in the Board skills matrix and reflects the University’s stakeholders and communities, particularly designated groups. 

      2.2.6 Ensure that constituencies electing Board and Board committee candidates are aware of the skills requirements of the Board and encourage the nomination and election of candidates who address skills gaps and reflect the University’s commitment to its stakeholders, communities and designated groups. 

      2.2.7 Consider the composition of skill requirements of the standing committees and  annually recommend committee appointments to the Board of Governors ensuring that standing committee composition is balanced, and that skills gaps are addressed and University stakeholders, communities, and designated groups are considered, that ex-officio, elected faculty staff and student Governors are included where terms of reference permit, and that chairs are rotated regularly with a view to balancing continuity. 

      2.2.8 Consider and make recommendations to the Board of Governors on board appointments to University-wide committees where such appointments are provided through policy, including but not limited to the Presidential Nominating Committee.  

   2.3 Executive Compensation and Performance 

      2.3.1 Annually review and endorse the goals and objectives put forward by the President for the upcoming academic year, and for the process to be reported to the Board for information.  

      2.3.2 Evaluate on behalf of the board the performance of the president and vice-chancellor of the university and review and approve compensation and conditions of employment. 

      2.3.3 Receive from the president and vice-chancellor, on at least an annual basis, reports and recommendations on the performance, compensation and conditions of employment of the vice-presidents and the university secretary, provide feedback to the president and vice-chancellor as appropriate, and report to the Board on the process.  

      2.3.4 Annually receive a report from the president and vice-chancellor on executive leadership transitions and related considerations.  

   2.4 Negotiations and Compensation 

      2.4.1 Advise on strategic matters relating to labour relations and collective bargaining.  

      2.4.2 Receive ongoing information on the status of negotiations and review, on behalf of the Board of Governors, negotiated collective and other compensation agreements and inform the Board of the settlement results. 

3. Membership  

   3.1 The Committee shall be comprised of the following through appointment by the Board of Governors:  

      3.1.1 Ex-Officio Voting Members   

         a. Chair of the Board, who shall serve as the Committee Chair 

         b. Vice-Chair(s) of the Board 

         c. The respective chairs of each standing committee of the Board, provided they are external members of the Board 

      3.1.2 Regular Voting Members  

         a. Up to 3 external members who shall normally be from among the community-at-large and/or lieutenant governor in council members of the Board of Governors 

      3.1.3 Non-Voting Members  

         a. President & Vice-Chancellor  

         b. University Secretary or designate  

4. Meetings and Rules of Order 

   4.1 Meeting Frequency 

      4.1.1 The Committee will normally meet four times annually. Additional meetings may be held at the call of the Committee Chair. 

   4.2 Quorum 

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

      4.2.2 In the event that 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. 

   4.3 Terms of Reference 

      4.3.1 The Committee shall review its terms of reference one year after the original effective date, and thereafter on an annual basis. 

      4.3.2 A comprehensive review shall be undertaken every five years, in accordance with the Board’s Committee review schedule.  

   4.4 Board By-laws 

      4.4.1 The committee may recommend amendments to its terms of reference to the Board of Governors at any time. Should any provision of these terms of reference conflict with Board of Governors By-law 1, the applicable provision in By-law 1 shall prevail. 

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.
Amended by the Board of Governors, February 4, 2018.