Board Standing Committees

Learn about the four standing committees that comprise the College of the Rockies’ Board of Governors

Board of Governors General Terms of Reference

Executive and Governance Standing Committee

Purpose:

To provide a focus on governance that will enhance the Board’s performance, and to provide direction regarding ongoing Board development, and to lead the process in planning for succession of the Board.

Duties & Responsibilities:

• The committee shall have the delegated powers of the Board to conduct the work of the Board between Board meetings in accordance with Section 59 (5) of the College and Institute Act, and is empowered to make urgent decisions that require immediate attention, and to report these in a timely manner to the Board.
• The committee shall conduct an annual review of the Board’s governance framework, including By-Laws, Governance Manual, and the procedures by which the Board shall operate.
• The committee shall assess the short-term and long-term needs of the board, and develop a process for identifying, assessing and recommending potential board members to the Government.
• The committee shall review, monitor and make recommendations regarding orientation of new Board members and ongoing development.
• At the request of the Board Chair or the Board, undertake such other corporate governance initiatives as may be necessary or desirable to contribute to the success of the Institution.

Membership:

The membership of the Executive and Governance Committee shall consist of:

• Board Chair
• Vice- Chair
• 1 or 2 other members, preference to past Chair or Vice-Chair
• President (ex-officio)

Accountability:

• The committee shall meet at least 4 times per year, and as required.
• The committee shall maintain appropriate minutes.
• The committee shall report regularly to the Board on the status of committee activities on an ongoing basis.

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External Relations Standing Committee

Purpose:

To enhance the reputation of College of the Rockies by engaging its constituent and stakeholders, supporting the Board of Governors in linking to ownership.

Duties & Responsibilities:

With the direction of the Board Chair or President the committee will;

• create understanding within the provincial government of the challenges (i.e. financial, geographical) faced by College of the Rockies.
• raise the profile of the College within and outside our region.
• develop greater support for the College within our communities based on an appreciation of our social and economic impacts.
• develop goals and strategies for the above activities.
• maintain ongoing awareness within the Board of Governors of the importance of promoting the College and the ongoing need to build an external network of strategic contacts.
• take an active role in the planning and organization and hosting of Linking with Ownership meetings including town halls and other gatherings.
• support or aid in the planning or organization of any fundraising initiatives undertaken by the College of the Rockies.

Membership:

The membership of the External Relations Committee shall be appointed by the Board and shall consist of:

• At least three (3) board members, one of which must be an elected member;
• The Manager of Communications and Marketing (non-voting);
• The Board Chair (if not a regular committee member) and President /CEO as ex-officio members.

Accountability:

• The committee will meet when requested by the Board Chair or President
• The committee shall maintain appropriate minutes
• The committee shall report to the Board

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Finance & Audit Standing Committee

Purpose:

A standing Committee of the Board of Governors, the Board Finance Committee is responsible for monitoring significant financial planning, managing and reporting matters of the College, and making recommendations to the Board of Governors for adoption.

Duties & Responsibilities:

• To review and recommend approval of the financial information that will be provided to Government and other stakeholders and ensure that this information accurately represents the business activities of the organization;
• To review the College’s Financial Statements, annual operating budget and capital budget, and ancillary budgets;
• To review and recommend approval of the systems of risk management and the internal controls established by management;
• To review proposals received in the Audit Tendering Process.
• To recommend the appointment and compensation of the external auditor.
  • The external auditors shall be engaged by the Board, not by management and shall report to the Finance and Audit Committee. From time to time, the committee may meet with the external auditors without management present. Any work to be performed by the external auditors in addition to audit duties shall be pre-approved by the Board on the recommendation of the Finance and Audit Committee.
• To ensure support of College and Board objectives as defined by the Strategic Plan;
• To review investment strategies of the College and ensure compliance with the College & Institutes Act;
• To annually review and recommend to the Board any changes in tuition and mandatory fees and ensure compliance with any government imposed requirements.

Recommendations of the Committee shall be directed to the Board for consideration and approval. Implementation and administration of approved recommendations shall be at the direction of the President and Vice-President (Finance).
January 2015

Membership:

The membership of the Finance and Audit Committee shall consist of:

• At least three (3) Board members, which may include the Board Chair;
• The Vice President, Finance (non-voting);
• President (ex-officio)

The Chair of the Finance and Audit Committee shall be appointed by the Board Chair. Committee members shall be financially literate and at least one member should have an accounting designation or relevant financial management expertise.

Accountability:

• The committee shall meet at least 6 times per year, and as required.
• The committee shall maintain appropriate minutes.
• The committee shall report regularly to the Board on the status of committee activities on an ongoing basis.
• A quorum shall require two Finance Committee members appointed by the Board.
• Other resource persons may be invited as required.
• The Executive Assistant to the President/CEO shall be secretary to the Committee.

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Human Resources Standing Committee

Purpose:

The human resources committee assists the board in fulfilling obligations relating to human resource and compensation matters, ensuring plans of continuity and development for senior management are in place.

Duties & Responsibilities:

• To manage the process for evaluation of the President, ensuring adequate participation and College Board involvement;
• Develop the president’s performance objectives together with the president, the chair and the board;
• Review and recommend the President’s compensation;
• Ensure that a succession plan is in place for the CEO;
• Review annually with the President the succession plans for the Vice Presidents and report annually to the Board the status of the plans;
• Review and recommend the endorsement of major changes in the organizational structure of management as proposed by the president;
• To review information and recommendations from the President related to the Policies Concerning Salaries, Benefits and Working Conditions for members of the Senior Management Team (SMT);
• To advise the College Board and Administration on matters relating to existing and proposed personnel policies, annual review of processes (i.e. recruitment/retention, succession planning, compensation) and to present recommendations, reports and memorandums to the Board;
• To review information and recommendations from Administration related to labour relations policies and/or initiatives;
• To advise on mandate and strategic information on negotiations with faculty and staff.

Membership:

The membership of the Human Resources Committee shall be appointed by the Board and shall consist of:

• No less than three (3) and no more than five (5) appointed Board members, including the Board Chair;
• The Executive Director Human Resources;
• President (ex-officio)

Accountability:

• The committee shall meet at least four times per year.
• The committee shall maintain appropriate minutes.
• The committee shall report regularly to the Board on the status of committee activities on an ongoing basis.