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Committee Terms of Reference

  • Executive
    1.0         Mandate

    As delegated by the Board of Governors from time to time:

    1.1         The Executive Committee will exercise all powers and perform all duties of the Board of Governors between meetings of the Board to ensure the orderly flow of Board business and implementation of decisions. 

    2.0         Responsibilities 

    2.1         Act for the Board of Governors in situations which, in the opinion of the Executive Committee, require immediate action prior to the next meeting of the Board, and report to the Board of Governors on any action taken.  
    2.2         Act as a consultative body to the Board Chair, President and Committee Chairs. 
    2.3         Fix and provide for the remuneration, retirement and superannuation of the President.
    2.4         Review annually the performance of the President.
    2.5         Receive for approval from the President the President’s proposed objectives for each forthcoming academic year and report to the Board of Governors on any action taken.
    2.6         The Executive Committee may consider any other matters, which in the opinion of the Executive Committee, or at the request of the Board of Governors, would assist the Board of Governors in meeting its responsibilities.

    3.0         Meetings 

    All meetings of the committee will be conducted in-camera.


    4.0         Membership 

    The Committee shall be composed of: 

    • Board Chair (ex-officio)

    • President (ex-officio)

    • Board Vice-Chair

    • Standing Committee Chairs of the Board

    • The Secretary to the Board (non-voting)

    5.0         Quorum 

    Quorum requires that half of the Committee members entitled to vote be present.

     

     

  • Audit & Finance
    1. TERMS OF REFERENCE

    The Audit and Finance Committee is a standing committee of the UOIT Board of Governors and is responsible for overseeing the financial affairs of the university with respect to all auditing, financial reporting and internal systems and control functions, budget approvals, risk management, and other internal and external audit functions and activities at the university.  The Committee will report and make recommendations to the Board of Governors regarding these and other related matters.  The Committee shall also consider such other matters that are delegated to the Committee by the UOIT Board of Governors, including special examinations as may be required from time to time, and if appropriate retain special counsel of experts to assist. Specifically, the Audit and Finance Committee shall have the following responsibilities: 

    a.       Finance

    i) Ensuring fiscal responsibility with respect to the financial resources of the university, including:

    • Reviewing and recommending approval of the annual operating budgets, capital budgets, tuition fees and ancillary fees;

    • Reviewing on a quarterly basis financial statements and financial performance against budget;

    • Reviewing policies on financial administration and recommending their approval by the Board;

    • Reviewing and monitoring all long-term debt and providing recommendations as appropriate; and

    • Providing financial oversight for major capital projects, auxiliary operations, and structures.

    b.       Audit and Financial Reporting

    i) Ensuring that appropriate financial controls, reporting processes and accountabilities are in place at the university, including:

    • Appointing the external auditor, and approving the fee for such service;
    • Reviewing the external auditor’s letter of engagement, independence, and the scope of services;
    • Reviewing the external auditor’s comprehensive audit plan, scope of the examination, and the nature and level of support to be provided by the internal audit function;
    • Meeting with the external auditor, independent from management, to review audit results and when planning the upcoming audit year;
    • Assessing the performance of the external audit function; and
    • Providing an avenue of communication between the external auditor, management and the Board of Governors.

    ii) Reviewing and recommending to the Board approval of the university’s annual audited financial statements, as well as reviewing significant findings or recommendations submitted by the external auditoriii) Overseeing the provision of internal and external audit functions at the university, including annual reviews, area specific evaluations, functional assessments and process appraisals

    c.       Risk Management

    i) Reviewing and approving the risk management process at the university that ensures that appropriate processes are in place to determine management’s risk parameters and risk appetite.ii) Monitoring and ensuring that appropriate processes are in place to identify, report and control areas of significant risk to the university and ensuring that appropriate mitigative actions are taken or planned in areas where material risk is identified.iii) Receiving regular reports from management on areas of significant risk to the university, including but not limited to legal claims, development (fundraising activities), environmental issues, health, safety and other regulatory matters.

    1. MEETINGS

    The Committee shall meet at least four (4) times per year.  In accordance with the UOIT Act and the Board of Governors Meeting Policy and Procedures, the Committee shall conduct three types of Meetings as part of its regular administration:  Public, Non-Public and In Camera (when required).  

     

    1. MEMBERSHIP

    The Committee shall be composed of:

    • Between three (3) and seven (7) external governors
    • Up to three (3) elected governors

    At least one member of the committee shall have an accounting designation or related financial experience. All members of the committee shall be financially literate and have the ability to read and understand the university’s financial statements, or must be able to become financially literate within a reasonable period of time after his/her appointment to the Committee. In this regard, the Chief Financial Officer or other financial expert will ensure that each new member receives appropriate training in reading and understanding the financial statements.  

     
    1. QUORUM

    Quorum requires that half of the Committee members entitled to vote be present.

  • Governance, Nominations & Human Resources
    1. TERMS OF REFERENCE

    The Governance, Nominations and Human Resources Committee is a standing committee of the UOIT Board of Governors and is responsible for providing advice to the Board on its governance structure and processes, the nomination and election of new members and board performance, and matters concerning the university’s human resources policies, strategies and plans. The Governance, Nominations and Human Resources Committee is empowered with decision-making authority on behalf of the Board of Governors with respect to the setting of human resources policies, compensation plans and collective bargaining mandates.   The Committee shall also consider such other matters that are delegated to the Committee by the UOIT Board of Governors.Specifically, the Governance, Nominations and Human Resources Committee shall have the following responsibilities: 

    i)          Governance
    • Advising the Board on matters pertaining to the organization of the Board of Governors and its committees and the Board’s relationship with other bodies at the university as established in the UOIT Act and By-Laws

    • Periodically reviewing the UOIT By-Laws and other policies of the Board and its committees, and relevant university policies, making recommendations to the relevant governing body or administrative department for development and revision when appropriate

    ii)          Nominations       
    • Overseeing the process of recruiting, selecting and electing new governors and recommending their appointment to the Board, in accordance with the UOIT Act and By-laws. In doing so, the Committee shall strive to achieve a balance of skills, expertise and knowledge among its membership, while reflecting the demographic and cultural diversity of the communities served by the university

    • Overseeing the development of programs for the orientation and ongoing education of governors on university operations, matters affecting the post-secondary education sector, and good governance practices

    • Developing, implementing and monitoring procedures for assessing the effectiveness of the Board and its committees

    • Overseeing the nomination and election of a Chair and Vice-Chair from among the external governors of the Board

    • Assessing the leadership needs of the Board, and in consultation with committee chairs, recommend chair and individual member assignments for each of the standing committees

    iii)          Human Resources
    • Establishing collective bargaining mandates for the university’s representatives engaged in negotiation of collective agreements with certified bargaining agents representing persons employed at the university

    • Establishing human resources policies that govern terms and conditions of employment of university staff and faculty

    • Establishing changes to the compensation of university staff and faculty not represented by a bargaining agent.

    1. MEETINGS

    The Committee shall meet at least four (4) times per year.  In accordance with the UOIT Act and the Board of Governors Meeting Policy and Procedures, the Committee shall conduct three types of Meetings as part of its regular administration:  Public, Non-Public and In Camera (when required). 
     

    3. MEMBERSHIP

    The Committee shall be composed of:

    • Between three (3) and seven (7) external governors

     

    4. QUORUM 

    Quorum requires that half of the Committee members entitled to vote be present. 

     

     

     

  • Investment
    1. TERMS OF REFERENCE

    The Investment Committee is a sub-committee of the Audit and Finance Committee and is responsible for overseeing the management of the University's investments (Funds) as outlined below and in accordance with the Statement of Investment Policies (“SIP”).  The University's investments include all funds invested by the University other than funds that may be invested from time to time in the university’s pension plan(s).

    The Committee shall also consider such other matters delegated to the Committee by the UOIT Board of Governors under the auspices of the Audit and Finance Committee.

    The Investment Committee shall have the following responsibilities:

    i) Maintaining an understanding of applicable legal and regulatory requirements and constraints;

    ii) Reviewing on an annual basis the university’s Statement of Investment Policies (SIP) and making appropriate recommendations to the Audit and Finance Committee;

    iii) Providing semi-annual reports to the Audit and Finance Committee, and through that Committee to the Board of Governors, on the performance of the Funds and any other aspects of the Funds that the Investment Committee deems appropriate or as requested by the Board;

    iv) Formulating recommendations to the Audit and Finance Committee regarding the selection, engagement and dismissal of the Investment Manager (“the Manager”), the Custodian, the Consultant, and any other agents or advisors that may be necessary to prudently manage the Funds;

    v) Overseeing the Fund and the activities of the Manager, including the Manager’s compliance with their mandate and the investment performance of assets;

    vi) Considering ESG factors in its investment process;

    vii) Ensuring that the Manager is apprised of any new amendments to their mandate; and

    viii) Informing the Manager of any significant cash flows.

     

    1. MEETINGS

    The Committee shall meet at least four (4) times per year.  In accordance with the UOIT Act and the Board of Governors Meeting Policy and Procedures, the Committee shall conduct three types of Meetings as part of its regular administration:  Public, Non-Public and In Camera (when required). 

    1. MEMBERSHIP

    Committee members shall be appointed by the Board of Governors in consultation with the Audit and Finance Committee and comprised of:

    • Between three (3) and seven (7) external governors, including:
      • one governor who is also a member of the Audit and Finance Committee; and
      • one governor who is also a member of the Strategy and Planning Committee
    • Up to three (3) elected governors        

    Consideration shall be given to governors who possess the requisite financial and investment expertise to provide knowledgeable oversight of the investment portfolio.

    The Chair will be selected from among the external governors. 
     

    1. QUORUM

    Quorum requires that half of the Committee members entitled to vote be present. 

     

     

  • Strategy & Planning
    1. Terms of Reference

    The Strategy and Planning Committee is a standing committee of the UOIT Board of Governors and is responsible for overseeing the strategic planning for all aspects of the university and assessment of the implementation of the university’s plans in the context of the university’s vision, mission and values. 

    The Committee shall engage in broad strategic planning by reviewing, at least once every 2 years, and making recommendations to the Board on the following: 

    1. the university’s strategic plan;
    2. the plans supporting the implementation of the strategic plan, including those plans that reinforce the core mission of the university including, but not limited to plans in the area of:
      • strategic differentiation and positioning;
      • government and institutional relations;
      • advancement;
      • infrastructure, and;
      • strategic plan performance metrics.
    • strategic foresight, risk, and scenario planning;
    1. annual Board of Governors retreat planning; and
    2. other areas as the Board may assign to the Committee.

    Governance, governance plans and human resources plans are within the purview of the Governance, Nominations and Human Resources Committee.
     

    1. Meetings

    The Committee shall meet at least four (4) times per year.  In accordance with the UOIT Act and the Board of Governors Meeting Policy and Procedures, the Committee shall conduct three types of Meetings as part of its regular administration:  Public, Non-Public and In Camera (when required).
     

    1. Membership

    The Committee shall be composed of:

    • Between three (3) and seven (7) external governors
    • Up to three (3) elected governors

    The Chair shall be selected from among the external governors. 
     

    1. Quorum

    Quorum requires that half of the Committee members entitled to vote be present.