5.2.3 Governance Committee

Section 5: Board Committees
5.2 Standing Committees and their Terms of Reference
5.2.3 Governance Committee

Date initially approved: June 28, 2017
(Replaces Nominating Committee – dissolved June 28, 2017)
Date revised: April 10, 2019; February 12, 2020
Date Reviewed: June 26, 2024

1. Purpose

The Governance Committee is responsible for ensuring that Campion College and its Board of Regents develop and implement an effective approach to governance. This will enable the work of Campion College to be carried out, directed and managed with the objective of ensuring compliance with governance practices and sound ethical principles.

The Governance Committee, as delegated by the Board of Regents, shall oversee and provide direction to the Board in four primary areas:

a) Board governance and operations
b) Board appointments and evaluation
c) Human Resources
d) External Relationships

As well, the Committee will be responsible for such other matters that may be assigned to them from time to time. The Committee Chair shall work with the Executive Director, Administration & Finance in planning Committee meetings and agendas.

The work of the governance Committee is subject to approval by the Board of Regents.

2. Composition

Members shall be appointed for one year. Terms may be extended for subsequent years.

Chair: Appointed Board Member

Members: At least two Board Members appointed by the Board, Immediate Past Chair, Executive Director, Administration & Finance, Faculty Representative

Ex Officio: Representative of the Corporation of Owners, Board Chair, President of the College

3. Duties and Responsibilities

a) Recommend to the Board of Regents and through the Board to the Corporation of Owners, 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 that meet Board standard characteristics.
• Ensure the Board has an effective succession plan in place, which will include a needs assessment matrix.
• Develop and oversee a comprehensive process for the timely orientation of new Board Members.
• Through the Committee Chair and/or designate(s):

i. Periodically encourage the Board, faculty and staff to recommend individuals for potential nomination;
ii. Be aware of individuals who have served Campion College as volunteers or have made major funding commitments;
iii. Periodically contact such organizations as parishes, Archdiocese, Catholic School Board, business and community leaders to obtain names of possible nominees.

• 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 race and ethnicity;
  • Background: a mix of corporate, government and community leadership, including contributions to other non-profit Boards.

b) Monitor legislative changes affecting College and Board operations, and research best practices in governance and where appropriate make changes to the Board Governance Manual.
c) Review the governance model of the Board to ensure its continued relevance in the context of the changing environment of corporate governance and the changing environment of post-secondary education in Saskatchewan and make recommendations to the Board on any changes to the governance model.
d) Ensure regular review and updating of the Board Policies including:

• Policies and procedures by which the Board will operate.
• Board by-laws to ensure their continued adequacy and relevance.
• Roles and responsibilities for the Board Chair, Vice-Chair and Board members, as well as the terms of reference for all standing committees.

e) Monitor board implementation of policy and procedure such that they are followed and/or amended where warranted.
f) Monitor and provide direction regarding the College’s human resource practices and plans, including reviews of reports, surveys, or analyses related to those practices or plans.
g) Develop a lobbying strategy and ensure active lobbying of ministries as well as government and opposition caucus. This strategy should include the general promotion of the role of liberal arts and universities with municipal, provincial and federal governments.
h) Monitor external threats and opportunities and recommend communications strategies for the Board to:

• Support Campion in relationship with the U of R, other federated colleges and other Jesuit institutions as well as alumni.
• Focus positive attention on Campion and increase its profile in the larger community.
• Promote the mission of Campion.

i) Regularly report to the Board of Regents on committee activities.

4. Renewal

The committee composition and Terms of Reference shall be revisited annually in accordance with the Governance Committee work plan, subject to approval by the Board of Regents.