Appendix D ‐ Charter of the Governance Committee

Adopted July 20, 2016
Amended March 16, 2017, January 17, 2019, May 16, 2019, and July 30, 2020

A. Purpose. The Governance Committee shall provide strategic direction and oversight, make recommendations to the Board, and take action pursuant to delegated authority, on matters pertaining to the organization and management of the Board, pertaining to the appointment and compensation of the University’s senior leadership, performance evaluation of the Principal Officers and the President of the University, and personnel policies for senior leadership, and pertaining to the development, review and amendment of employee compensation and benefits programs and policies.

B. Membership and Terms of Service. The Committee shall consist of the President of the Board, the Chair and Vice Chair of the Board, the President of the University, the immediate past Chair of the Board if that individual is still a Regent, and the Chairs of the Standing Committees. The Chair of the Board shall be the Chair of the Committee and the Vice Chair of the Board shall be the Vice Chair of the Committee. All members shall be voting Regents, with no advisory members.

C. Delegated Authority. The benchmarking framework for UC Health compensation shall be reviewed and approved by both the Health Services Committee and the Governance Committee at least every two (2) years. The Health Services Committee and the Governance Committee shall also approve any new UC Health positions in the Senior Management Group and their corresponding salary ranges for positions that are not State-funded without further Regents action.

Matters requiring Board or Committee action between meetings may be approved by the Governance Committee.

The Chair of the Board may make appointments to any external boards that specify in statute that the Board of Regents shall make such appointments. 

The Governance Committee shall periodically approve the Request for Proposals used to qualify search firms for campus chancellors. 

D. Other Oversight Responsibilities. In addition to the responsibilities assigned to the Committee described above, and to the extent not otherwise within such responsibilities, the charge of the Committee shall include reviewing and making recommendations to the Board with regard to the following matters and/or with regard to the following areas of the University’s business:

• Review and amendment of the University’s Bylaws, Regents Policies that pertain to Board operations, and other governing documents
• Formation and organization of the Board’s Standing Committees, subcommittees and special committees, and development of committee charters
• Review and oversight of the Board code of conduct and other Board policies
• Oversight of member compliance with laws, regulations and University policy
• Development of Board training and performance assessment programs
• Development of Board meeting and other processes
• Advising the President of the University on strategic issues and direction of the Office of the President
• Appointment and performance evaluation of the President of the University and the Principal Officers of the Regents, in accordance with University policy
• Review of University personnel policies
• Approval of appointment and compensation of University senior leadership, other than individuals within the express jurisdiction of another Committee as specified in a committee charter, in accordance with University policy
• Review of University compensation and benefit plans and programs
• Development of compensation benchmarks, unless otherwise specified in a committee charter, and other tools to assess the efficiency and competitiveness of the University’s compensation and benefits plans and programs
• Oversight of University collective bargaining practices
• Assuring that appropriate subject matter expertise is available to the Board and its Committees
• Recommending to the Board procedures to consider any allegation that a Regent, Committee member, Regent Designate or advisor to a Board Committee has not fulfilled their duties as set forth in University Bylaws, policy or applicable law; to implement appropriate response(s) when such allegation is found to have merit, and to determine levels of authority to act on such matters.

The assignment of responsibility to this Standing Committee under Paragraphs C and E signifies that it is the Committee to which matters otherwise appropriate for Board consideration generally will be referred and does not create an independent obligation to present a matter to this Standing Committee, to the Board or to any other Committee.

E. Consultation With Other Committee Chairs on Compensation Matters. The Governance Committee shall consult with the Chairs of other Standing Committees or Subcommittees, as appropriate, in making determinations and recommendations regarding the appointment and compensation of employees within the jurisdiction of those other committees.