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(As approved by the Board of Trustees in May 2011, item 6. amended September 2012, amended May 2013, May 2014, May 2017, March 2019, December 2019, and June 2023)

I.  Purpose

The Governance and Nominating Committee (“Committee) is formed to support and enhance the capacity of the Queen’s University Board of Trustees (“Board”) to fulfil both its strategic responsibilities and its fiduciary obligations to ensure the effective integrated governance of the University, to have an effective Board, and oversee associated risks. 

II.    Authority

The Governance and Nominating Committee is a Committee of the Board of Trustees of Queen’s University from which it derives its authority and to which it reports. 

Oversight Areas: The Committee has delegated authority from the Board in respect of the areas of oversight for which it has accountability under these Terms of Reference. As specified under “Duties and Responsibilities” below, the Board delegates to the Governance and Nominating Committee the authority to monitor and oversee, provide advice to the Board, to review and recommend matters to the Board for approval, and to approve matters on behalf of the Board. 

Professional Advisors: The Committee has the authority, with the consent of the Chair of the Board, to retain professional advisors as it deems appropriate to fulfilling its obligations under these Terms of Reference. Notwithstanding the foregoing, the Governance Committee Chair may seek the consent of a Vice Chair of the Board if, in the Governance Committee Chair’s discretion, the Chair is in a conflict of interest with respect to, or is otherwise the subject of, the matter for which professional advice is sought. 

III.    Duties and Responsibilities 

The Committee is accountable to the Board for ensuring the effective integrated governance of the University, the development of governance policies and statements, Trustee recruitment, selection, and succession planning processes (“Oversight Areas”). 

i. Integrated University Governance

Queen’s University’s system of shared governance is unique, complex, and rich in tradition. The Committee will monitor and oversee the effectiveness and integration of the University’s shared governance system and specifically will:

Annually review and consider the health of the shared governance system, identify opportunities, and make recommendations to the Board to enhance relationships between and among the governing bodies, between those bodies and the University administration, and between the governance bodies and those parties affected by the decisions of the governing bodies. 

Periodically recommend to the Board to engage external experts to review the governance system in part or in whole and provide recommendations to the Committee for consideration.  The Committee’s role is to receive and consider such recommendations, seek feedback, and recommend a governance improvement plan to the Board of Trustees.  

Approve the process to annually review the effectiveness of the Board and the standing committees, ensuring that the process remains relevant and reflects governance leading practices.

Oversee the administration of the annual Board and committee review process, assess the results, and recommend to the Board any required changes in board and committee governance policies, procedures, and/or practices to address issues or deficiencies arising from the annual Board and committee review process. 

Oversee the implementation of those governance changes approved by the Board and report back to the Board regularly.

ii. Trustee Recruitment, Selection and Succession Planning

The Committee will oversee policies and practices that support an effective, diverse, and inclusive Board of Trustees, and specifically will: 

Annually consider the fiduciary responsibilities of the Board, the strategic priorities and direction of the University, and identify the skills and attributes required to enable the Board to be effective.  Develop and recommend an updated Board skills matrix to the Board for approval.

Oversee Trustee recruitment processes to ensure their effectiveness in recruiting diverse Trustee candidates who meet the skills requirements of the Board.  

Oversee a Trustee selection process that is objectively grounded in the Board skills matrix and designed to address unconscious bias. 

Ensure that constituencies electing Trustee candidates are aware of the skills requirements of the Board and encourage the nomination and election of candidates who address skills gaps.  

iii. Board Leadership Succession Planning and Committees

The Committee will oversee Board leadership succession planning and the effectiveness of Board standing Committees, and specifically will: 

Oversee an annual succession planning process to ensure continuity of Board and committee leadership.

Consider the composition and skills requirements of the standing committees and annually recommend committee appointments to the Board of Trustees ensuring that Trustees serve on at least one standing committee, that standing committee composition is balanced, that skills gaps are addressed, that ex officio, elected faculty, staff, and student Trustees are appropriately included, and that chairs are rotated regularly.

iv. Board and Committee Education and Training

The Committee will oversee education and training for the Board and its committees, and specifically will: 

Oversee a program of training and development for the Trustees, as a whole or in groups, to enable them to be effective and engaged Board members, and where possible, to remedy identified skills gaps. 

Ensure that Board committees implement annual Committee-specific training and education, to enable the committees to fulfil their obligations to the Board.  

Report annually to the Board the education and training undertaken by the Board, committees, and individual Trustees. 

v. Risk Management

The Committee will support a robust risk management framework at the University, and specifically will: 

Consider and probe risk(s), risk mitigation, and risk management as a part of all of its decision-making processes and within its Oversight Areas. 

Oversee the strategic or other risk(s) assigned to the Committee by the Board and report annually to the Audit & Risk Committee respecting the Committee’s assessment of the risk(s) assigned, the basis for such assessment, and the ongoing work of the Committee to monitor work to address deficiencies in the management or mitigation of such risks.

IV.    Composition and Skills

The Committee will include four to six members all of whom will be appointed from among the Board and University Council Trustees.

In addition to the foregoing, the Chair of the Board, the Principal, the Chancellor, and the Rector will serve ex officio on the Committee.  

V.    Governance Practices

The Committee will provide appropriate training and education to its members to allow them to fulfil their responsibilities to the Committee.

All Committee members will foster an inclusive Committee culture that encourages the sharing of diverse perspectives in line with the Board’s commitments to advance Indigenization, Equity, Diversity, Inclusion, Anti-Racism and Accessibility.  

All Committee members will fulfil the same expectations, and are held to the same standards as Trustees, including compliance with the Board’s Code of Conduct.  All Committee members will fully and effectively engage in the work of the Committee, including through attendance at Committee meetings.  In conducting its work, the Committee will remain mindful of any legal or regulatory requirements, governance leading practices, the Queen’s University Charter, By-Laws, Policies, and the Board of Trustees’ Guiding Principles for Board Committees. 

VI.    Meetings

The Committee will meet at least three times annually.  
 

Chair: P. Walch-Watson
Vice-Chair: A. Holt