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Members

Senior Steward

Prof. Deep Saini, President and Vice-Chancellor, ex officio

Meeting Schedule

Terms of Reference of Nominating, Governance听and Ethics听Committee

1. Enacting provisions

1. The Nominating, Governance and Ethics Committee (鈥淐ommittee鈥�) is established under the authority of the Board of Governors in accordance with the Statutes of McGill University (the 鈥沦迟补迟耻迟别蝉鈥�), and is accountable to the Board of Governors (the 鈥淏oard鈥�) of McGill University (the 鈥淯niversity鈥�). It shall function as stipulated in the Statutes, these terms of reference and the Regulations of the Committees of the Board of Governors of McGill University (the 鈥淩egulations鈥�). In case of a conflict between these terms of reference and the Statutes, the Statutes shall have precedence. In accordance with the Regulations, meetings of Board Committees shall be held in closed session unless the Committee resolves to carry out a meeting or part of a meeting in open session.

2. Composition

2.1 Other than the Chair of the Board, the Chancellor and the President, appointments to the Committee are approved by the Board, normally on the recommendation of the Committee.

2.2 In accordance with the relevant provisions of the Statutes, the Committee shall consist of the Chair of the Board, the Chancellor, the President and seven members from the following membership categories:

• four members selected from among:

  • members-at-large of the Board

  • members of the Board elected by the Alumni Association and;

  • Governors Emeriti;

• one member chosen from among the Board members elected by the Academic Staff or by Senate

• one member chosen from among the Board members elected by the Administrative and Support Staff; and

• one member chosen from among the students elected to the Board.

2.3 The Chair of the Committee shall be appointed by the Board, normally on the recommendation of this Committee.

2.4 The Committee may recommend to the Board the appointment of a Vice-Chair of the Committee.

2.5 The President听shall serve as the Senior Steward to the Committee.

2.6 The Secretary-General or delegate shall serve as Secretary and governance advisor to the Committee.

2.7 Where necessary or appropriate to facilitate and support the business of the Committee, the Chair of the Committee, Senior Steward or Secretary may invite University staff to serve as resource persons for particular items of business.

3. Mandate of the Committee

As provided for in the Statutes, the Committee assists the Board in fulfilling its responsibilities with respect to nominations, governance and ethics functions, including:

1. nominations of members-at-large to the Board and governors emeriti;

2. nominations of members to Board Committees;

3. nominations or appointments of McGill representatives to non-Board committees and bodies both inside and outside the University;

4. establishment and discontinuance of Board standing and ad-hoc committees and their respective terms of reference;

5. good governance practices and policies of the Board, including rules of order and procedures and matters of ethics as they relate to Board governance; and

6. periodic review of the Statutes;

7. the evaluation of governance functions and activities of the Board.

The Committee shall also consider other matters delegated to the Committee by the Board or referred to it by the President听or the Secretary-General.

Without limiting the generality of the foregoing, the Committee shall:

3.1 Nominating Functions

3.1.1 Nominating Functions delegated by the Board

1. develop and amend guidelines for the appointment of members-at-large of the Board, including skill sets, criteria and attributes to be used in identifying prospective candidates;

2. develop and implement a systematic process for seeking nominations of members-at-large;

3. on behalf of the Board, submit nominations to non-Board bodies and committees concerning appointments which are requested of McGill University or the Board and determined by external bodies;

3.1.2 Nominating Functions subject to the authority of the Board

1. recommend to the Board appointments of members-at-large of the Board, taking into account the importance of reflecting the diversity of the community in Board membership, and seeking diverse identities and perspectives, including representation from culturally diverse groups;

2. recommend to the Board appointments to the rank of governor emeritus/emerita;

3. recommend to the Board appointments of members to standing committees of the Board;

4. recommend to the Board appointments to:

   1. internal, non-Board bodies, including Board appointments to Senate;

   2. external, non-Board bodies, including Board appointments to hospital and other health care bodies;

5. recommend to the Board appointments of the chancellor, chair and vice-chairs of the Board and of Board committees, and the appointment of one of the Board鈥檚 vice-chairs to the Executive Committee;

6. recommend to the Board appointments of Board representatives to statutory advisory committees;

3.2 Governance Functions

3.2.1 Governance Functions delegated by the Board

1. provide for Board orientation sessions for new Board and Committee members as well as ongoing governance training and development activities for all Board and Committee members;

2. annually oversee the administration and evaluation of the performance of the Board and its standing committees, including the performance of Board and Board Committee members using evaluation tools approved by the Committee;

3.2.2 Governance Functions subject to the authority of the Board

1. review and recommend to the Board proposed amendments to the Statutes;

2. review and recommend to the Board the creation or abolition of standing and ad hoc Board committees and their terms of reference;

3. review each standing committee鈥檚 terms of reference at least every five years, and recommend revisions thereto to the Board;

4. review and recommend revisions to the terms of reference of ad hoc committees of the Board as required;

5. review the Regulations of the Committees of the Board of Governors of McGill University and recommend revisions thereto to the Board, as needed;

6. review, as required, the Electoral Procedures of the Board of Governors for the election of the representatives of the administrative and support staff and academic staff to the Board and recommend revisions thereto to the Board.

7. review the Policy for the Development and Review of Governing Documents and recommend revisions to the Board, as needed.

3.3 Ethics Functions

3.3.1 Ethics Functions delegated by the Board

1. monitor and report on the compliance with the Board鈥檚 Code of Ethics and Conduct for Members of the Board of Governors of McGill University and Trustees of the Royal Institution for the Advancement of Learning (鈥淐ode of Ethics鈥�);

3.3.2 Ethics Functions subject to the authority of the Board

1. Review the Code of Ethics at least every five years and recommend revisions to the Board, as needed.

3.4 Evaluation of Governance Functions (functions delegated by the Board

1. periodically review the Board鈥檚 governance structure, taking into account that all Board members should be members of at least one committee, that committee membership and chairs should be rotated regularly, that Board members from the internal constituencies of the University should be included where appropriate, and that committee membership should be balanced.

4. General provisions

4.1 The Committee shall meet at least four times during the year. The Committee shall have a calendar of business, maintained by the Secretary-General or delegate, for the purpose of ensuring that each meeting agenda addresses responsibilities as outlined in these terms of reference.

4.2 The Committee shall report to the Board on a regular basis, and within a reasonable time following a Committee meeting.

4.3 The Committee shall review its terms of reference at least once every five years and recommend any changes to the Board.

Last Revised
Board of Governors on August 31, 2023

Previous Amendments
Final - Approved by the Executive Committee on September 24, 2007
Revised 鈥� Approved by the Board of Governors on September 27, 2011
Revised- Approved by the Board of Governors on April 21, 2016
Revised- Approved by the Board of Governors on May 19, 2022