Appendix D ‐ Charter of the Governance and Compensation Committee

Adopted July 20, 2016
Amended March 16, 2017

A. Purpose. The Governance and Compensation 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, 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 of the Board, the President of the University, and other Regents, appointed by the Chair of the Board, no later than March of each year for the ensuing year.

C. Consent Responsibilities. The Committee shall be charged with recommending action on the following matters, which, on approval, shall be placed on the consent agenda of the Board for approval without discussion, unless removed from the consent agenda by motion of any member for separate consideration:

  • the formation of Subcommittees
  • the appointment of Subcommittee members
  • those portions of a Committee Charter governing a Subcommittee, provided however that any additions or other changes to the authority delegated to a subcommittee shall be considered and acted upon by the Board in a separate item apart from the consent agenda.

D. Board Leadership and Committee Assignments. The Committee shall be responsible for presenting to the Board no later than May of each fiscal year a slate of candidates for Chair and Vice Chair of the Board, Chair and Vice Chair of each Standing Committee, and the remaining members of each Standing Committee (except the Governance and Compensation Committee, whose members are selected by the Chair of the Board), for the following fiscal year.

E. 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 and other governing documents
  • Formation and organization of the Board’s Standing Committees, subcommittees and special committees, and development of committee charters
  • Appointments in Board leadership or on Board committees
  • 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
  • Appointment and assessment of University senior leadership, in accordance with University policy
  • Approval of senior executive compensation, in accordance with University policy
  • Review of University compensation and benefit plans and programs
  • Development of compensation benchmarks 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

F. Consultation With Other Committee Chairs on Compensation Matters. The Governance and Compensation 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.

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