Terms of Reference and Procedures for Board Committees

Terms of Reference

The Academic Operations Committee is a standing committee of the Board of Governors and is responsible for:

• approving the strategic direction of academic appointments through the annual and mid-year review of the Faculty Recruitment and Renewal Plan;
  
• ensuring that changes to academic programs and curricula recommended by Senate reflect the University’s academic priorities;
  
• approving appointments under A10.06 and senior academic administrative appointments;
  
• ensuring that academic employment policies and procedures are fair and equitable;
  
• ensuring that recommended changes to the University's complement and academic departments, schools, programs, research centres and institutes are consistent with the University's policies, its academic objectives and its academic plan;
  
• other matters as appropriate.

Membership (7 voting members)

• Chair of the Board (ex officio - voting)
  
• Chancellor (ex officio - voting)
  
• President (ex officio - voting)
  
• One student member of the Board
  
• One academic staff member of the Board who shall be Committee Chair
  
• Two members of the Board
  
• Vice-President, Academic and Provost (ex officio - non-voting)
  
• Secretary of the Board (ex officio - non-voting)

For a list of current members, click here

Procedures

• The Chair of the Board shall appoint members to serve on the Committee for an unspecified term.
• Three voting members of the Committee constitute a quorum.
  
• Committee members are permitted to participate and vote by teleconferencing.
  
• The Committee shall normally meet one week in advance of each regular meeting of the Board of Governors.
  
• Members of the Board of Governors may attend Open and Closed meetings of the Committee but only Committee members shall vote. The Committee Chair may invite staff and other persons to attend Closed meetings.
  
• Committee recommendations shall be referred to the Board for approval and the Board shall be informed of decisions made by the Committee under delegated authority.
  
• If two or more members of the Committee do not approve a resolution, the matter will be referred to the full Board for consideration.
  
• With respect to any conflict of interest arising during Committee meetings, members shall adhere to Section 9 of the Rules of the Board of Governors (B 10.01).

Responsibilities of the Academic Operations Committee include:

Quality Assessment and Strategic Planning:

• Receive the three-year academic plan of the Vice-President, Academic and its annual updates;
• Receive an annual update reporting progress toward the goals of the Strategic Research Plan;
• Receive an annual equity report indicating progress towards the University's goals and the Federal Contractor's Program;
• Receive reports on academic issues that the Board may require;
• Review the institutional service plan;
• Review the President's Annual Report.

Academic Personnel

• Approve academic appointments concluded under A10.06 (Appointment of Specially Funded University Chairs, University Professorships and Research Fellows) on recommendation of the President;
• Approve early retirement/buyout arrangements for tenure-track faculty;
• Approve the annual Faculty Recruitment and Retention Plan. This plan will provide the following information:
  1. A portrait of faculty hiring and attrition over the previous three years;
  2. A three year trend analysis of the changing profile of the faculty complement in the areas of citizenship, gender, and disciplinary area;
  3. An assessment of the University's recruitment and retention initiatives and their effectiveness;
  4. A plan for faculty recruitment and renewal, including its budgetary implications for the following fiscal year;
  5. A summary of leaves.
• Receive for information a mid-year update of the Faculty Recruitment and Retention Plan for faculty;
• Receive an annual report on leave activity of the faculty complement;
• Receive an annual report on Contract Renewal, Tenure and Promotion activity of the faculty complement;
• Receive an annual report from the University Appointments Committee on appointments activity;
• Receive advice from the Audit Committee on any concerns noted as a consequence of reviews of academic appointments undertaken by the Internal and External Auditor.
  

Academic Administrative Personnel:

• Approve appointments of Deans.

Academic Policies:

• Recommend non-negotiated policies for approval;
• Receive negotiated policies for information.

Senate Recommendations (approve or return to Senate for further consideration):

• Approve the establishment of any faculty, school or department;
• Approve new programs in academic units, major revisions to programs and curricula;
• Approve new centres and institutes under R 40.01;
• Approve the terms of reference of new Chairs and Professorships.

Responsibilities Delegated to the President:

• The responsibility to approve the appointment of tenure-track faculty and Chairs and Directors, contract renewals, tenure and promotion, modification of contracts, and designations of non-automatic Professors Emeriti, is delegated to the President.  The Chair of the Committee may periodically review appointment files.

Meeting Schedule and Routine Agenda Items:

Items for consideration at any meeting:

• Academic appointments under A 10.06;
• Appointments of Deans;
• Recommend non-negotiated academic policies for approval;
• Receive negotiated academic policies for information;
• Approve the establishment of any new Faculty, School or Department;
• Approve new and disbanded programs, etc.
• Approve new and disbanded centres and institutes;
• Receive reports on academic issues as the Board may require.

Specific schedule for items:

September

• Review Three-Year Academic Plan of the Vice-President, Academic or annual update;
• Progress report on the Strategic Research Plan.

November

• Report on Contract Renewal, Tenure and Promotion;
• Early Retirement/Buyout Considerations;
• Receive mid-year update on Faculty Recruitment and Retention Plan.

January

• No special items.

March

• Approve Faculty Recruitment and Retention Plan.

May

• Receive annual equity report;
• Receive quality indicators;
• Receive the annual report of the Senate Committee on University Priorities.

July

• Review institutional service plan;
• Review President's Annual Report.

Revisions approved by the Board of Governors:
November 28, 2002, January 30, 2003 and February 10, 2006

Terms of Reference

The Administration/Finance Committee is a standing committee of the Board of Governors and is responsible for:

• ensuring that the Budget Policy Objectives (B 10.05) are followed;
  
• overseeing the University's financial operations and results;
  
• receiving periodic reports on capital construction projects over $1.5 million;
  
• receiving periodic reports on the adequacy and condition of capital assets;
  
• designating the signing officer positions;
  
• other matters as appropriate.

Membership (8 voting members)

• Chair of the Board (ex officio - voting)
  
• Chancellor (ex officio - voting)
  
• President (ex officio - voting)
  
• One student member of the Board
  
• One academic staff member of the Board
  
• Three other members of the Board
  
• Vice-President, Finance and Administration (ex officio - non-voting)
  
• Secretary of the Board (ex officio - non-voting)

For a list of current members, click here

 

Procedures

1. The Chair of the Board shall appoint members to serve on the Committee for an unspecified term and shall select the Committee Chair from among the Committee members.
   
2. Three voting members of the Committee constitute a quorum.
   
3. Committee members are permitted to participate and vote by teleconferencing.
   
4. The Committee shall normally meet one week in advance of each regular meeting of the Board of Governors.
   
5. Members of the Board of Governors may attend Open and Closed meetings of the Committee but only Committee members shall vote. The Committee Chair may invite staff and other persons to attend Closed meetings.
   
6. Committee recommendations shall be referred to the Board for approval and the Board shall be informed of decisions made by the Committee under delegated authority.
   
7. If two or more members of the Committee do not approve a resolution, the matter will be referred to the full Board for consideration.
   
8. With respect to any conflict of interest arising during Committee meetings, members shall adhere to Section 9 of the Rules of the Board of Governors (B 10.01).

Responsibilities

Items to be handled by the Finance and Administration Committee include:

Administrative Personnel

• Receive the annual report on statistical and trend information on appointments, resignations, retirements, deaths, dismissals

Capital Funds

• Recommend annual capital budget for approval
• Approve Annual Capital Allowance, Minor Renovations and Cyclical Maintenance requests

Fees

• Recommend the following fees for approval:
  
              tuition fees
              student activity fees
              parking fees
              residence fees (when required by policy)
  

Investments

• Recommend guidelines for approval
• Receive annual information on performance

Major Contractual Commitments

• Recommend tenders/contracts exceeding $2 million for approval (with the exception of externally funded research contract purchases)

Operating Funds

• Recommend operating budget for approval
• Receive for information periodic financial activity reports

Finance and Administrative Policies under the jurisdiction of the Board

• Recommend for approval

Signing Authorization

• Designating the positions which constitute the signing officers of the University

University Development

• Approve new funds/endowments
• Receive information on donations to established funds

Miscellaneous

• Approve appointments to boards, such as Pension Trusts and SFU Community Corporation

Items approved by the Finance and Administration Committee will go to the next meeting of the Board of Governors for information.

Revisions approved by the Board of Governors:
November 28, 2002
July 22, 2004
September 29, 2005

Terms of Reference

The Audit Committee is a standing committee of the Board of Governors and is empowered to:

• recommend approval of the Financial Statements;
  
• receive the Audit Report of the Provincial Auditor General;
  
• oversee the Internal Audit Report;
  
• oversee the Annual Insurance and Risk Management Report;
  
• recommend approval of policies relating to insurance of assets;
  
• handle other matters as appropriate.

Membership (4 voting members)

• Four members of the Board (other than the Board Chair or the President who are not permitted to be members of the Audit Committee).
  
• Vice-President, Finance and Administration (ex officio - non-voting)
  
• Secretary of the Board (ex officio - non-voting)

For a list of current members, click here

Procedures

1. The Chair of the Board shall appoint members to serve on the Committee for an unspecified term and shall select an Order-in-Council member of the Committee to be the Committee Chair.
   
2. Two voting members of the Committee constitute a quorum.
   
3. Committee members are permitted to participate and vote by teleconferencing.
   
4. The Committee shall meet as required but at least once per year.
   
5. Members of the Board of Governors may attend Open and Closed meetings of the Committee but only Committee members shall vote. The Committee Chair may invite staff and other persons to attend Closed meetings.
   
6. Committee recommendations shall be referred to the Board for approval and the Board shall be informed of decisions made by the Committee under delegated authority.
   
7. With respect to any conflict of interest arising during Committee meetings, members shall adhere to Section 9 of the Rules of the Board of Governors (B 10.01)

Revisions approved by the Board of Governors:
May 27, 2010

Terms of Reference

The Employee Relations and Compensation Committee is a standing committee of the Board of Governors.

In relation to Employee Relations Matters, the committee is empowered to:

• Recommend salary policies and material changes to the Board for approval;
  
• Recommend framework agreements to the Board for approval;
  
• Approve negotiating parameters;
  
• Approve collective agreements and policies relating to terms and conditions of employment with employee groups and report the information to the Board;
  
• Approve creation or termination or material amendments of pension and employee benefit plans and report to the Board for information;
  
• Handle other matters as appropriate.

In relation to Compensation matters, the committee is empowered to:

• Recommend compensation arrangements to the Board in connection with the appointment of the President, and recommend compensation arrangements for the appointment of Vice-Presidents, Associate Vice-Presidents, Executive Directors, Deans, University Librarian and Registrar, when these matters are referred to the committee by the President;
  
• Approve compensation adjustments for Vice-Presidents, Associate Vice-Presidents, Executive Directors, Deans, University Librarian and Registrar (in accordance with the Performance Review/Salary Advancement Plan approved by the Board May 25, 2000);
  
• Determine and approve compensation adjustments for the President in accordance with contractual arrangements, following the Annual Presidential Review.

Membership for Employee Relations matters (5 voting members)

• Chair, Board of Governors
  
• Deputy Chair, Board of Governors
  
• Chancellor (ex-officio - voting)
  
• President (ex-officio - voting)
  
• One Order-in-Council member of the Board
  
• Secretary of the Board (ex-officio - non-voting)

Membership for Compensation matters (5/6* voting members)

As above, with the addition of one Faculty Member on the Board of Governors
*The President is excluded when own salary under consideration.

For a list of current members, click here

Procedures

1. The Chair of the Board shall appoint members to serve on the Committee for an unspecified term.
   
2. Two voting members of the Committee constitute a quorum.
   
3. Committee members are permitted to participate and vote by teleconferencing.
   
4. The Committee shall meet as required, normally in Closed session.
   
5. The Chair may invite staff and other persons to attend meetings of the Committee.
   
6. Committee recommendations shall be referred to the Board for approval and the Board shall be informed of decisions made by the Committee under delegated authority.
   
7. With respect to any conflict of interest arising during Committee meetings, members shall adhere to Section 9 of the Rules of the Board of Governors (B 10.01).

Revisions approved by the Board of Governors:
November 28, 2002
January 24, 2008

Terms of Reference

The Executive Committee is a standing committee of the Board of Governors and is empowered to exercise all the powers and perform all the duties of the Board when urgent matters arise which cannot wait for a scheduled Board meeting and to report such actions as have been taken to the next meeting of the Board.

Membership (9 or 10 voting members)

• Chair of the Board (ex-officio, voting)
  
• Chancellor (ex-officio, voting)
  
• President (ex-officio, voting) 
  
• Chair, Academic Operations Committee
  
• Chair, Audit Committee
  
• Chair, Employee Relations and Compensation Committee
  
• Chair, External Relations committee
  
• Chair, Finance and Administration Committee
  
• Chair, Governance Committee  
  
• Deputy Chair of the Board (if not included as a Committee Chair)
  
• Secretary of the Board (ex officio - non-voting)

For a list of current members, click here

 

Procedures

1. The Chair of the Board is the Chair of the Executive Committee.
   
2. Four voting members of the Committee constitute a quorum.
   
3. Committee members are permitted to participate and vote by teleconferencing.
   
4. With respect to any conflict of interest arising during Committee meetings, members shall adhere to Section 9 of the Rules of the Board of Governors (B 10.01).

Revisions approved by the Board of Governors:
November 28, 2002
March 26, 2009

Terms of Reference

The Nominating Committee is a standing committee of the Board of Governors and is empowered to:

• receive and consider nominations of candidates for the position of Chair of the Board and the position of Deputy Chair of the Board and make recommendations for Board approval at the first meeting in each calendar year. The Nominating Committee shall normally recommend to the Board the name of one person each for the offices of Chair and Deputy Chair. Other nominations for these positions can be accepted from the floor provided that the nominee accepts the nomination.
  
• recommend persons to sit as members of ad hoc committees of the Board
  
• other matters assigned by the Board.

Membership (3 voting members)

• 3 Members of the Board, at least one of whom must be an Order-in-Council appointee (excluding the Board Chair, the Deputy Board Chair and the President who are not permitted to be members of the Nominating Committee)
  
• Secretary of the Board (ex officio - non-voting)

For a list of current members, click here

Procedures

1. The Board shall elect or nominate three members of the Board to serve on the Committee for an unspecified term.
   
2. The Committee shall select its Chair from among the three members of the Committee.
   
3. Two voting members of the Committee constitute a quorum.
   
4. Reasonable efforts will be made to poll all members of the Board for their opinions on possible candidates before making recommendations for the positions of Chair and Deputy Chair.
   
5. Committee members are permitted to participate and vote by teleconferencing.
   
6. The Committee shall meet as required but at least once per year.
   
7. Committee meetings shall be in camera.
   
8. The Committee Chair may invite other persons to attend in camera meetings.
   
9. With respect to any conflict of interest arising during Committee meetings, members shall adhere to Section 9 of the Rules of the Board of Governors (B 10.01).

Approved by the Board of Governors: July 23, 1998
Revisions approved: March 22, 2001 & April 25, 2002

Terms of Reference

• To ensure that the University's advancement activities reflect the University's priorities;
  
• To provide advice and support on advancement initiatives, communication matters and linkages with external communities.

Membership (6 voting members)

• Three members of the Board 
  
• Chancellor (ex-officio, voting)
  
• Board Chair (ex-officio, voting)
  
• President (ex-officio, voting)
  
• Vice-President, Advancement and Alumni Engagementt (ex-officio, non-voting)
  
• Vice-President, External Relations (ex-officio, non-voting)
  
• Secretary of the Board (ex-officio, non-voting)

For a list of current members, click here

Terms of Reference

The Governance Committee is a standing committee of the Board of Governors and is empowered to consider and make recommendation with respect to the proper functioning of the Board of Governors; in particular with regard to:

• Periodically reviewing the Board Policy 10.01;
  
• Monitoring the effectiveness of the Board Orientation Strategy;
  
• Keeping up to date with University and Corporate Governance Trends;
  
• Conducting timely Board self-evaluation and making recommendations for improvement;
  
• Reporting on an annual basis.

Membership (5 voting members)

• Three Order-in-Council members, including the Deputy Chair
  
• Two Board members selected from the faculty, staff and student members
  
• Secretary of the Board (ex-officio, non-voting)

For a list of current members, click here

Procedures

1. The Chair of the Board shall appoint members to serve on the Committee
   for an unspecified term.
   
2. Three voting members of the Committee constitute a quorum.
   
3. Committee members are permitted to participate and vote by
   teleconferencing.
   
4. The Committee shall meet at the call of the Chair.
   
5. Members of the Board of Governors may attend Open and Closed
   meetings of the Committee but only Committee members shall vote. The Committee Chair may invite staff and other persons to attend Closed meetings.
   
6. Committee recommendations shall be referred to the Board for approval.
   
7. With respect to any conflict of interest arising during Committee meetings, members shall adhere to Section 9 of the Rules of the Board of Governors (B 10.01).

Approved by the Board of Governors:
July 22, 2004

Questions of interpretation or application of this policy or its procedures shall be referred to the President and the Chair of the Board of Governors, who will jointly make a decision which shall be final.