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Committee and Groups Membership and Terms of Reference

Board Executive Committee

Approved version: March 20, 2019

Board Executive Committee Terms of Reference

  1. PURPOSE

The Executive Committee holds the following primary responsibilities:

  • Oversee the performance, evaluation and compensation of the Dean-CEO.
  • Support the Board in fulfilling its responsibilities for executive management performance, strategic direction, and organizational quality and effectiveness.
  • To act for the Board of Directors dealing with any matters requiring immediate attention in between regularly scheduled meetings of the Board.
  1. SCOPE

The Executive Committee assists the Board in the performance of its responsibilities. The Committee is responsible for the appointment, re-appointment and annual review of the Dean-CEO. It also provides oversight on the development, monitoring, and implementation the School’s strategic plan and ensures that the Board has the opportunity to monitor the implementation of the Board-approved strategic plan on a regular basis.

In exceptional circumstances, unusual or urgent matters that require an immediate decision, the Executive Committee shall exercise the full power of the Board.

All decisions made by the Executive Committee on behalf of the Board shall be reported to the Board at its next meeting.

  1. FUNCTIONS

Without limiting the general responsibilities as described above, the Executive Committee shall:

  1. Plan for and set the agenda of the Board, including the oversight of the planning, and organization of the Board’s Annual Retreat, such as to determine the location of the retreat, the format of the retreat, the topics, and the speakers in liaison with the other committees.
  2. Receive reports and provide oversight of the key indicators of quality and effectiveness of organizational performance and achievement of the annual corporate strategic goals;
  3. Review the Reappointment, or Search and Appointment of the Dean-CEO for the Northern Ontario School of Medicine Policy and recommend amendments for consideration and approval by the Board of Directors.
  4. Appoint and oversee the Search Committee through the process of the Reappointment, or Search and Appointment of the Dean-CEO;
  5. Oversee the establishment of an annual review committee to evaluate the performance of the Dean-CEO and set the procedures for the review which results in a report to the Board;
  6. Ensure adequate succession plans are in place for the Dean-CEO;
  7. Receive regular reports from management on emerging strategic issues, reputational risks and opportunities;
  8. Receive reports on Advancement activities of the School;
  9. Receive reports and approve the mandate for negotiations and the collective agreements for unionized NOSM faculty and staff, and salary agreements and policies concerning non-unionized groups of employees;
  10. Advise the Board with respect to other labour relations matters as required;
  11. Receive and recommend approval of the professor emeritus and honorarious faculty appointments to be bestowed on the candidates chosen by the Faculty Appointment Committee and the Dean-CEO,
  12. Review and monitor the Committee performance as required;
  13. Serve as an informal resource to the Dean-CEO;
  14. Perform such other tasks as outlined in the Corporate By-law or requested by the Board.

The Executive Committee shall report all business at the next following Board meeting.  Where decisions are made on behalf of the Board, the Chair or designate, shall communicate decisions in a timely manner to the Board.

  1. MEMBERSHIP

The voting members of the Committee shall consist of the following:

  • the Chair of the Board;
  • the Vice-Chair, who shall serve as Chair of the Committee;
  • five (5) additional elected directors, one of whom must be the Treasurer of the Corporation, and
  • the Dean-CEO, (non-voting on matters related to Dean-CEO performance, evaluation and compensation)
  1. TERM

Members shall be appointed annually by the Board of Directors.

  1. QUORUM

A quorum shall consist of a majority of the members of the Committee.

  1. ACCOUNTABILITY AND REPORTING RELATIONSHIP

The Executive Committee is accountable to and reports to the Board.

  1. MEETINGS

The Committee shall meet at least quarterly and at the call of the Chair.

  1. STAFF AND RESOURCE SUPPORT

The Corporate Secretary shall act as the Secretary and resource to the Committee.

Membership

  • Dr. Marie Josée Berger – Chair (Ex Officio)
  • Dr. David Barnett (Ex Officio)
  • Dr. Sarita Verma (Ex Officio)
  • John Stenger (Treasurer)
  • Danielle Bélanger-Corbin
  • Lucy Bonanno
  • Mae Katt

Finance, Audit and Risk Management Committee

Terms of Reference

Approved by:    Board of Directors
Responsible Office: Chief Operating Office/Finance
Responsible Officers: Dean-CEO, Chief Operating Officer
Effective Date: March 11, 2004
Revised: March 18, 2020

Finance Audit and Risk Management Terms of Reference

Membership

  • John P. Stenger  – Treasurer, Chair
  • Dr. Sarita Verma (Ex Officio)
  • Dr. Alex Anawati
  • Juliette Denis
  • Dr. Shemer Ratner
  • Bruce Sutton
  • Brent Maranzan –Vice Chair (Community Member) (also appointed by the Board to the Investment Committee)
  • Kathy Pozihun (Lakehead VP Finance and Administration) Ex‐Officio/non Director
  • Michel Piché ( Laurentian VP Administration) Ex‐Officio/non Director

Resource Person(s):  (non-voting) Ray Hunt, Chief Operating Officer, Dan Burrell, Interim Director of Finance (Committee Secretary), Grace Vita, Director of Planning and Risk

Subcommittees:

DC Pension Committee (sub-Committee of Finance Audit and Risk Management Committee)

Investment Committee (sub-Committee of the Finance Audit and Risk Management Committee) 

Governance Committee

Approved by:    Board of Directors        Responsible Office: Governance Office
Responsible Officers: Chair, Governance Committee, Secretary of the Board
Effective Date: 02 25 2004
Revised: March 18, 2020

Governance Committee Terms of Reference

** See Nominations & Community Relations sub-Committee of the Governance Committee for remainder of Terms of Reference.

Membership

  • Joy Warkentin – Chair
  • Dr. Sarita Verma
  • Mark Hurst
  • Sue Lebeau
  • Mark Hartman
  • Nancy Jacko (Chair of NCR subcommittee)
  • Susan Soldan (non-Director – Community Member) –Vice Chair
  • Lucas Jewitt (non-Director – Community Member)

Nominations and Community Relations sub-Committee

Membership

  • Nancy Jacko –Chair
  • Donna Dorrington
  • Craig Abotossaway
  • Monique Rocheleau, Chair, Francophone Reference Group
  • Ed Wawia, Chair, Indigenous Reference Group
  • Sandra Hollingsworth, (designate) Federation of Northern Municipalities (FONOM)
  • Shelby Ch’ng (designate) Northwestern Ontario Municipal Association (NOMA) appointed May 2019.
  • Dr. Sarita Verma (Ex Officio) non voting