5.2 Standing Committees and their Terms of Reference
CAMPION COLLEGE BOARD OF REGENTS
POLICY: Standing Committees and their Terms of Reference
Date Initially Approved:January 10, 2007
Date Revised:December 14, 2011
5.2.1 Executive Committee Terms of Reference
Chair: Chair of the Board of Regents
Members: Chair, Vice-Chair, Past-Chair, President, Secretary
Ex Officio: Corporation of Owners Chair
Term of Office: Chair appointed for two years; Vice-Chair appointed for a minimum of one year; Past-Chair appointed for one year.
The major responsibilities of the Executive Committee are to provide executive oversight on behalf of the Board and to support the Board by ensuring that it has effective tools for conducting its business including:
- Recommending an annual process for developing and reviewing the College’s strategic plan.
- Recommending to the Board, after consulting with the Corporatation of Owners, objectives for the performance of the President; reviewing at least annually the President’s performance and all policies governing the President; and, making recommendations to the Board concerning the President’s performance and compensation.
- Receiving annual reports from the President with respect to executive priorities.
- Developing and proposing an annual work plan for the Board.
- Periodically reviewing the Board’s committee structure and recommending adjustments where necessary, and recommending the assignment of Board Members to the various committees of the Board.
- Facilitating an annual assessment of the effectiveness of the Board and its committees.
- Conducting exit interviews for retiring members of the Board.
- Periodically reviewing and recommending good governance practices to the Board.
- Acting on behalf of the Board when necessary to deal with emergency issues which may arise between Board meetings and which require action.
- Dealing with duties or matters delegated to it by the Board in the intervals between meetings of the Board.
- Dealing with issues or matters which may arise and for which a specific committee of the Board is unavailable or had not been struck.
- Receiving recommendations, observations or concerns from Board Members.
The Executive Committee shall report to the next regular meeting of the Board for ratification of decisions it makes on behalf of the Board.
5.2.2 Finance and Audit Committee
The objective of the Finance and Audit Committee will be to assist the Board in fulfilling its fiduciary responsibilities in regard to overseeing of the financial reporting processes; internal control systems; and coordinating communication between the Board and the external auditors.
2. Composition of Committee
a) The Committee shall ordinarily consist of at least two Board members and the following ex-officio members:i. The Chair of the Boardii. The President of Campion Collegeiii. The Chair of the Corporationb) The Executive Director Administration and Finance shall serve as the Secretary to the Committee.
c) The Board shall designate one of the Board members of the Committee to be the Chair of the Committee.
d) The Committee may designate one of its members to be a Vice-Chair of the Committee. The Vice-Chair shall undertake and discharge all duties of the Chair in the absence of the Chair.
3. Duties and Responsibilities of the Committee
a) Review the annual consolidated financial statements and recommend their approval to the Board after discussing with management and the auditors:
- Compliance with generally accepted accounting principles
- Significant accounting judgments, unusual or complex items, accruals and estimates; recent professional pronouncements
- Significant variances in the financial statements compared to prior periods and budgets
- Observations on effectiveness of controls and any significant weaknesses or issues noted
- Any material errors detected by the audit, how they were resolved with management and whether they indicate a weakness in the reporting and control system
b) Review with management and approve the annual audit plan including:
- The scope of the audit, including areas of audit risk, timetable, deadlines, materiality limits and extent of internal control testing
- Annual fees.
c) Recommend to the Board the annual appointment of auditors (18.104.22.168 and 22.214.171.124).
d) Review on a quarterly basis the College’s financial statements and report highlights to the Board.
e) Review external audit management letters and management responses and monitor that – necessary corrective actions have been taken.
f) Review the annual budget, including assumptions, and recommend approval to the Board.
g) Other specific tasks as may be assigned by the Board from time to time (i.e. risk management, policy review)
4. Reporting to the Board
The Committee shall report to the Board with respect to its activities and decisions including:
- the approval of the annual financial statements of the College and attached related auditor's reports;
- the receipt for review and information of the quarterly financial statements including information and explanation of material variations in revenue, expenditures of operating and capital budgets;
- information and recommendations with respect to issues that in the opinion of the Committee, may pose material risk to the College
- information from the Auditor on controls or related matters the Chair of the Committee or the Committee may consider prudent or necessary.
- new and / or amendments to Finance and Audit policies
5.2.3 Nominating Committee
Chair: Immediate Past Chair of the Board of Regents or appointed Board Member
Members: Board Member Appointed by the Board, Immediate Past Chair
Ex Officio: Corporate Board Representative, Board Chair, President of College
Term of Office: Members shall be appointed for one year. Term may be extended for another year.
Duties: The Nominating Committee recommends to the Board of Regents, and through the Board to the Owners Corporation, suitable candidates to fill vacant positions on the Board. The Committee will:
- Seek input from Board members as part of their search and nominate one individual for each vacant position. The Board endorses nominees and recommends them to the Corporation of Owners for final approval and appointment;
- Operate as a standing committee that searches throughout the year for individuals with the characteristics identified in the next section;
- Through the Committee Chair and/or designate(s):
- Periodically encourage the Board, faculty and staff to recommend individuals for potential nomination;
- Keep a lookout for potential candidates, such as individuals who have served Campion College as volunteers or have made major funding commitments;
- Periodically contact such organizations as parishes, Archdiocese, Catholic School Board, business and community leaders to obtain names of possible nominees.
The Board of Regents elects its own officers, and, upon the Board’s request, the Nominating Committee may recommend candidates for a specific office (e.g., Chair or Vice-Chair).
Characteristics of Potential Nominees: The Committee will seek nominees that help to ensure a complement of members who display the following characteristics as a whole:
Values: integrity, compassion and generosity;
Expertise: knowledge of higher education environments, as well as knowledge of or interest in Catholic higher education; governance; legal, fiscal, or personnel management; or specific expertise based on term needs of the Board;
Religion: sound grounding in the Catholic tradition, as well as interest in the Society of Jesus, its Ministries, and Ignatian spirituality;
Diversity: a balance in age, gender, and national ancestry;
Background: a mix of corporate, government and community leadership, including contributions to other non-profit Boards;
Geography: individuals from different parts of the geographic area served.