Board Committees

COMMITTEE NAME	PARTICIPANT
Development Committee	B. Morrison, Chair,  D. Feldman,  H. Pringle, W. Westcott Support: A. Graeme
Human Resources Committee	W. Westcott, Chair ,  D. DeLong,  S. MacArthur, B. Morrison Support: G. Leier, A. Graeme
Finance Committee	G. Dermody, CA, Chair , J. Chernenkoff, D. Feldman, G. Kalenski,  S. MacArther, B. Morrison,  B. Roberts Support: M. Dion CMA, B. Ihlen, CGA
Audit Committee	G. Dermody, CA, Chair,  G. Kalinski,  B. Morrison,  B. Roberts, R. Squires Support: M. Dion, CMA, B. Ihlen, CGA
Capital Planning Committee	B. Morrison, Chair, J. Chernenkoff, G. Dermody, G. Kalinksi, B. Roberts, W. Westcott Support: M. Dion, CMA, A. Graeme, R. Zaitsoff

TERMS OF REFERENCE FOR THE DEVELOPMENT COMMITTEE

I. PURPOSE

The purpose of the Development Committee (“the Committee”) is to provide a focus on Board Development that will enhance the Board’s performance. The Committee assesses and makes recommendations regarding Board effectiveness, provides direction regarding ongoing Board development and leads the process for recommending Board selection criteria and candidates to the Government, for considerations when appointing new Board members.

II. COMP0SITION AND OPERATIONS

A. The Committee shall be composed of at least three members of the Board and the President.

B. The Committee shall meet at least four times each year.

III. DUTIES AND RESPONSIBILITIES

The Committee has the responsibility to:

A. In preparation for the Board’s annual retreat, review the Board Policy Manual for Board discussion and approval.

B. Recommend to the Board, and annually implement, an appropriate evaluation process for the Board, the Board Chair, Board Members and committees.

C. Develop recommendations regarding the essential and desired experience and skills for potential Board members, taking into consideration the Board’s short-term needs and long-term succession plans.

D. Make recommendations to the Board regarding the criteria and potential candidates that the Government should consider when appointing new Board members.

E. Oversee the orientation of new Board members and ongoing development of all Board members.

F. Undertake such other development initiatives as may be necessary or desirable to contribute to the success of the Board.

IV. ACCOUNTABILITY

A. The Committee shall report its discussions to the Board by maintaining minutes of its meetings and providing a report at the next Board meeting.

B. The Committee will have the jurisdiction and responsibility to hold meetings without management as it deems appropriate. The Chair will be responsible to communicate with the Board Chair regarding any issues that may arise. The Board Chair will be responsible for keeping the president informed accordingly.

C.  The Committee will be responsible to decide whether a committee member or supporting administrator is in a conflict of interest situation, and, if deemed in conflict, request that that person leave the meeting for the respective agenda item.

V. COMMITTEE TIMETABLE

A. The Committee will establish an annual calendar for its activities which will be shared with the Board at the fall retreat.

B. The Board Vice Chair will serve as Chair of the Committee unless the Committee decides otherwise. 

TERMS OF REFERENCE FOR THE FINANCE COMMITTEE

I. PURPOSE

The purpose of the Finance Committee (“The Committee”) is to monitor significant financial planning, management, control, and reporting matters of the College; to oversee the investment portfolio of the Selkirk College Foundation Endowment and College Risk Management Policy; and to make recommendations and deliver reports to the Board of Governors as appropriate.

II. COMPOSITION AND OPERATIONS

A. The Committee shall be composed of no fewer than five members of the Board, of which at least four are Government appointed members. The membership may be increased at the discretion of the Board.  The Committee shall be chaired by a member of the committee who has a financial designation or relevant financial management expertise as selected annually by the members of the Committee. The Board will also ratify the appointment of the Committee Chair.

Selkirk College resource persons to the Committee shall consist of:

• President
• Vice President Administration and Finance
• Executive Secretary to the Vice President Administration & Finance
• Director of Human Resources
• Director of Finance.

B. The Committee will meet at least four times per year. Additional meetings will be scheduled as necessary during budget deliberations and annual approval of the financial statements.

C. Extraordinary meetings may be held at the discretion of the Committee Chair following consultation with the Board Chair.

D. Members are requested to advise the Committee of their inability to attend a meeting by contacting the Office of the Vice President Administration and Finance as early as possible.

E. The majority of members of the Committee will constitute a quorum.

F. Committee members will be expected to attend all meetings, including extraordinary meetings.

G. The Committee has the authority to call a meeting exclusively among its members.

III. DUTIES AND RESPONSIBILITIES

The Committee has the responsibility to:

A. Make recommendations for Board approval and/or deliver reports to the Board in the following areas:

i. Annual operating and capital budgets;

ii. Annual audited financial statements;

iii. Investment portfolio of the Selkirk College Foundation Endowment;

iv. Policies related to financial management and asset protection;

v. Responsibility for oversight of the College-wide risk mangement implementation as well as policy; and

vi.Responsibility for oversight of the Management Information Systems.

B. Provide information to the Board on:

i. Significant financial planning, management and reporting issues; and

ii. Interim financial reports.

IV. ACCOUNTABILITY

A.  The Committee shall report its discussions to the Board by maintaining minutes of its meetings and provide a report at the next Board meeting.

B.  The Committee will have the jurisdiction and responsibility to hold meetings without management as it deems appropriate. The Chair will be responsible to communicate with the Board Chair regarding any issues that may arise. The Board Chair will be responsible for keeping the president informed accordingly.

C.  The Committee will be responsible to decide whether a committee member or supporting administrator is in a conflict of interest situation, and, if deemed in conflict, request that that person leave the meeting for the respective agenda item.

V. COMMITTEE TIMETABLE

The Committee will establish an annual calendar for its activities which will be shared with the Board at the Fall Retreat. 

TERMS OF REFERENCE FOR THE HUMAN RESOURCES COMMITTEE

I. PURPOSE

The purpose of the Human Resources Committee (the “Committee”) is to assist the Board in fulfilling its obligations relating to human resource and compensation matters and to ensure a plan of continuity and development of senior management is in place.

II. COMPOSITION AND OPERATIONS

A. The Committee which will include the Board Chair shall consist of not less than three appointed and not more than five appointed Board members.

B. The Committee shall meet at least two times each year.

C. The President and the Director of Human Resources shall serve as primary resources to the Committee, except on those issues dealing with the President’s employment. The Committee has the authority to seek input from internal and external constituents of the College community as it deems appropriate upon the approval of the Board.

D. The Committee shall be chaired by a member of the committee as selected annually by the members of the Committee.

III.DUTIES AND RESPONSIBILITIES

Subject to the powers and duties of the Board, the Committee will:

A. Determine the process for the President’s performance evaluation and lead the implementation of the evaluation process as outlined in the President’s Performance Assessment Policy;

B. Develop the President’s performance objectives together with the President, the chair and the Board;

C. Review and recommend the President’s compensation;

D. Receive recommendations from the President and recommend approval of the College’s Administrative Staff Compensation Package for excluded employees;

E. Recommend any necessary approvals for collective agreements;

F. Ensure that management resources and plans are in place so that qualified personnel will be available for succession at the College, and report on this matter to the Board at least once each year;

G. Review and recommend the endorsement of major changes in the organizational structure of management as proposed by the President; and

H. Review the College’s human resources policies from time to time.

I. Ensure that a succession plan policy is in place for the CEO.

J. The HR Committee of the Board oversees the CEO recruitment and selection process.

IV. ACCOUNTABILITY

The Committee shall report its discussions to the Board by maintaining minutes of its meetings and providing a report at the next Board meeting.

V. COMMITTEE TIMETABLE

The Committee will establish an annual calendar for its activities which will be shared with the Board at the fall retreat.

 TERMS OF REFERENCE FOR THE AUDIT COMMITTEE

I. PURPOSE

The purpose of the Audit Committee (“The Committee”) is to monitor the systems of internal controls that management and the board of directors have established, and oversee the internal and external audit processes, making recommendations and delivering reports to the Board of Governors as appropriate.

II. COMPOSITION AND OPERATIONS

A. The Committee shall be composed of no fewer than four members of the Board, all of which are either Government appointed members or students. The membership may be increased at the discretion of the Board.  The Committee shall be chaired by a member of the Committee who has an ccounting designation or relevant financial management expertise as selected annually by the members of the Committee.  The Board will also ratify the appointment of the Committee Chair.

Selkirk College resource persons to the Committee shall consist of:

• President
• Vice President Administration & Finance
• Executive Secretary to the Vice President Administration & Finance
• Director of Human Resources
• Director of Information Technology
• Director of Finance 

B. The Committee will meet at least twice per year. Additional meetings will be scheduled as necessary during annual approval of the financial statements.

C. Extraordinary meetings may be held at the discretion of the Committee Chair following consultation with the Board Chair.

D. Members are requested to advise the Committee of their inability to attend a meeting by contacting the Office of the Vice President Administration & Finance as early as possible.

E. The majority of members of the Committee will constitute a quorum.

F. Committee members will be expected to attend all meetings, including extraordinary meetings.

G. The Committee has the authority to call a meeting exclusively among its members.

III. DUTIES AND RESPONSIBILITIES

The Committee has the responsibility to:

A. Make recommendations for Board approval and/or deliver reports to the Board in the following areas:

i. The audit tender process,

ii. The appointment of an auditing firm to the Board,

iii. The evaluation of the need for an internal audit function,

iv. Reports from auditors (including Audit Management Letters) and administration on internal control issues and other matters, and

v. The annual audited FTE report.

B. Meet with the external auditors to ensure that:

i. The College has implemented appropriate systems to identify, monitor and mitigate significant business risk.

ii. The appropriate systems of internal control, which ensure compliance with college policies and procedures, are in place and operating effectively.

iii. The College’s annual financial statements are fairly presented in all material respects in accordance with Canadian generally accepted accounting principles.

iv.  Any matter that the external auditors wish to bring to the attention of the Board has been given adequate attention.

v.   The external audit function has been effectively carried out.

IV. ACCOUNTABILITY

A.  The Committee shall report its discussions to the Board by maintaining minutes of its meetings and providing a report at the next Board meeting.

B.  The Committee will have the jurisdiction and responsibility to hold meetings without management as it deems appropriate. The Chair will be responsible to communicate with the Board Chair regarding any issues that may arise. The Board Chair will be responsible for keeping the president informed accordingly.

C.  The Committee will be responsible to decide whether a committee member or supporting administrator is in a conflict of interest situation, and, if deemed in conflict, request that that person leave the meeting for the respective agenda item.

V. COMMITTEE TIMETABLE

The Committee will establish an annual calendar for its activities, which will be shared with the Board at the Fall retreat. 

TERMS OF REFERENCE  FOR THE CAPITAL PLANNING COMMITTEE

I. PURPOSE

The purpose of the Capital Planning Committee (the “Committee”) is to assist the Board in fulfilling its responsibility for the oversight of planning for capital infrastructure that will provide for effective facilities for the College’s programs and services.

II. COMPOSITION AND OPERATIONS

A.  In addition to the Board Chair and President as ex-officio members of the Committee, the Committee shall be composed of no fewer than two Board members and no more than five Board members;

B.  The Committee shall meet as required;

C.  The majority of members of the Committee will constitute a quorum;

D.  The Committee will be supported by the Vice President Administration & Finance, the Director of Facilities and the Executive Secretary to the Vice President Administration & Finance.

III. DUTIES AND RESPONSIBILITIES

The Committee has the responsibility to:

A.  Participate in the development and completion of the Facilities Master Plan and the resulting recommendations for approval to the Board of Governors;

B.  Review reports on the progress of major capital projects and lease approvals;

C.  Consider the principal strategic risks and opportunities associated with such projects and approvals;

D.  Assist in identifying all sources of funding for major capital projects;

E.  Recommend Board advocacy, when needed.

IV. ACCOUNTABILITY

A.  The Committee will report its discussions to the Board by maintaining minutes of its meetings and providing an oral report at the next Board meeting.

B.  The Committee will have the jurisdiction and responsibility to hold meetings without management as it deems appropriate. The Chair will be responsible to communicate with the Board Chair regarding any issues that may arise. The Board Chair will be responsible for keeping the president informed accordingly.

C.  The Committee will be responsible to decide whether a committee member or supporting administrator is in a conflict of interest situation, and, if deemed in conflict, request that that person leave the meeting for the respective agenda item.

D.  The Committee will be considered ad hoc for a two-year period from the approval of this Terms of Reference and its continuance will be reviewed at the end of that  period.