COLLEGE BOARD: HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE (TOR)

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1 TOR NAME Responsible Owner Effective date Human Resources Committee (HRC) Terms of Reference (TOR) Human Resources Committee November 26, 2015 TOR number Approval Body Review dates HRC 2015 TOR College Board BEGC: Board: Category Replaces Prior Revisions College Board HRC TOR approved by the Board , , , TABLE OF CONTENTS 1. PURPOSE 2. COMPOSITION 3. DUTIES AND RESPONSIBILITIES 4. ACCOUNTABILITY 5. COMMITTEE TIMETABLE 6. ROLES AND RESPONSIBILITIES 7. APPENDIX: HR POLICIES 1. PURPOSE The mandate of the Human Resources and Safety Committee (the "Committee") is to assist the Board in providing effective oversight of human resource and compensation issues, as well as health and safety issues across Douglas College. The Committee is responsible for overseeing the College s human resources strategy, and ensuring its culture, compensation programs, succession and development plans, performance evaluation processes, and related policies align effectively with the College s strategic goals and priorities. The Committee is also responsible for ensuring that principal risks associated with these issues are appropriately identified, monitored and managed. 2. COMPOSITION The Committee will be composed of not less than three and not more than five Directors appointed by the Board Chair. Two ex-officio members also form part of the committee: the College Board Chair and the College President and CEO, who are non-voting. Participation of the majority shall constitute a quorum. The College Secretary shall be secretary to the Committee and, together with the College AVP Human Resources, is a nonvoting resource. Annually, the Committee shall elect a Chair. 3. DUTIES AND RESPONSIBILITIES Subject to the powers and duties of the Board, the Committee shall be responsible for addressing the issues and tasks described in the following Committee Timetable according to the schedule identified. The table entitled Roles and Responsibilities is incorporated into these Terms of Reference to provide clarity as to the levels of review and approval required for human resources-related functions of the President, the Board Chair, the Committee and the Board. Subject to approval by the Board Chair, the Committee may engaged independent consultants as required to assist with its duties. 4. ACCOUNTABILITY At every meeting of the Board, or more often if required, the Committee shall provide a report on its deliberations and recommendations since its last such report. All meeting minutes of the Committee shall be retained. Please note: All Committee and Board of Director approvals outlined herein are subject to all necessary Public Sector Employer s Act, the Public Sector Employers Council (PSEC), and Post-Secondary Employers Association (PSEA) approvals. Page 1 Approved by the College Board

2 5. COMMITTEE CALENDAR HUMAN RESOURCES COMMITTEE (HRC) CALENDAR JAN FEB MAR MAY JUN JUL, AUG SEP NOV DEC AS NEEDED EXECUTIVE APPOINTMENTS AND AGREEMENTS 1. Review and approve any proposed Executive appointments (other than the President). 2. Review and approve all individual agreements between the College and the Executives (other than the President), including those dealing with employment, retirement, termination, post-employment restrictions, and any other special circumstances. Ensure agreements are consistent in all material respects with Boardapproved templates, plans and policies. 3. Review and make recommendations to the Board in respect of all agreements between the College and the President, including those dealing with employment, retirement, termination, post-employment restrictions, and any other special circumstances. 4. Review the job description for the role of President, and recommend changes to the Board as appropriate. COMPENSATION STRUCTURE AND ANNUAL INCREMENTS JAN MAR MAY JUN J-A SEP NOV As Needed 5. Review the College's total compensation philosophy annually, and recommend changes to the Board as appropriate. Consider alignment with overall College strategy, financial and operating performance, and PSEC requirements. 6. Review the Terms & Conditions of Employment for Exempt Employees and recommend changes to the Board as appropriate. Review shall include the overall compensation structure, the levels and types of benefits, and associated policies/guidelines. 7. Review templates for Executive employment agreements; recommend material changes for Board approval as appropriate. 8. Review the President's total compensation annually; recommend changes to the Board for approval after taking into consideration the President's evaluation, relevant market data, college finances, and PSEC restrictions. 9. Review proposed increments to exempt employee salary bands, with such review to be informed by relevant market data, College finances, and PSEC restrictions. Recommend changes for Board approval. 10. Review and approve annual compensation increments for each member of the Executive team (other than the President), after taking into consideration the evaluation and recommendation of the President. 11. Review proposed strategy for bargaining with the College's unions. Ensure compliance with PSEC mandate. Pre-approve any potential changes to collective agreements that may affect management rights. Report material bargaining issues to the Board. 12. Review and recommend for Board approval any tentative agreements reached with the College's unions. SUCCESSION PLANNING AND EXECUTIVE DEVELOPMENT JAN MAR MAY JUN J-A SEP NOV As Needed 13. At least once annually, review the organisational structure and discuss any significant changes with the President. Page 2 Approved by the College Board

3 HUMAN RESOURCES COMMITTEE (HRC) CALENDAR JAN FEB MAR MAY JUN JUL, AUG SEP NOV DEC AS NEEDED 14. Review succession and development plans for the Executive team and other key roles (CIO, Registrar and Director, IR). Ensure organisational risk is appropriately identified and mitigated. Report key succession issues to the Board in-camera. 15. Recommend the CEO succession plan for Board approval. 16. In consultation with the Board Chair, review and recommend the President's annual goals and objectives for Board approval. 17. Lead the President's performance review, including both annual and comprehensive multi-year reviews. Together with the Board Chair, report back to the Board in-camera at the conclusion of the review cycle and recommend Board approval. 18. On a semi-annual basis, review Executive team and key role performance with the President. Review plans to address any performance issues. HR STRATEGY, RISK MANAGEMENT, POLICY, AND REPORTING JAN MAR MAY JUN J-A SEP NOV As Needed 19. Oversee the development and execution of HR strategy. Review and monitor timely reports from management regarding: progress against HR strategic priorities, relevant HR performance metrics, engagement measures, and significant HR issues. Provide advice and direction as appropriate. 20. Review and monitor the College's risk profile in respect of those risks relevant to the Committee's mandate. Assess the effectiveness of the College's HR and health and safety risk mitigation policies and strategies, and report key findings to the Board. 21. Monitor the College's health and safety performance; receive and review regular reports regarding the College's health and safety programs, policies, and results. Review major incident investigations and findings of safety audits. 22. Conduct an annual review of all significant HR policies, including HR components of the Code of Conduct; recommend changes for Board approval as appropriate. 23. Receive and review reports regarding HR related issues/incidents reportable under the College's Code of Ethics as well as the Protected Disclosure (Whistleblower) Policy. 24. Review the annual Executive Compensation Disclosure report prepared by management and recommend to the Board for approval. OTHER JAN MAR MAY JUN J-A SEP NOV As Needed 25. Elect Committee Chair. 26. On an annual basis, review the Committee's Terms of Reference and recommend changes to the Board for approval. 27. On an annual basis, review the Board Expense Policy, and recommend changes to the Board for approval. 28. Review and/or oversee any other human resource or health and safety related issues as delegated to the Committee by the Board. 29. Undertake other activities as requested by the Board Chair. Page 3 Approved by the College Board

4 6. ROLES AND RESPONSIBILITIES ROLES AND RESPONSIBILITIES PRESIDENT and CEO BOARD CHAIR HUMAN RESOURCES COMMITTEE BOARD RECOMMENDS RECOMMENDS REVIEWS APPROVES RECOMMENDS APPROVES EXECUTIVE APPOINTMENTS AND AGREEMENTS 1. Executive appointments, except CEO 2. Agreements between the College and Executives, except CEO 3. Agreements between the College and CEO 4. CEO job description 5. Executive agreements in compliance with PSEC requirements COMPENSATION STRUCTURE AND ANNUAL INCREMENTS 6. Compensation philosophy 7. Terms & Conditions of Employment for Exempt Employees 8. Templates for Executive employment agreements 9. CEO s total compensation 10. Proposed increments to exempt employee salary bands 11. Compensation increments for Executive team, other than CEO 12. Collective Bargaining strategy 13. Collective agreements SUCCESSION PLANNING AND EXECUTIVE DEVELOPMENT 14. Organisational structure, and any significant changes 15. Succession/development plans for Executive team 16. CEO succession plan PERFORMANCE EVALUATION 17. CEO s annual goals and objectives 18. CEO performance reviews, both annual and multi-year 19. Review of Executive team and key role performance and plans HR STRATEGY, RISK MANAGEMENT, POLICY, AND REPORTING 20. HR strategy development, execution, and performance 21. Risk management oversight (HR / Health & Safety) 22. Health and safety programs, policies, and performance 23. Significant HR policies, including Code of Conduct 24. HR issues reported under Code of Conduct/Whistleblower Policy 25. Executive Compensation Disclosure: annual report 26. Board expense policy Page 4 Approved by the College Board

5 7. APPENDIX: HR POLICIES Douglas College Code of Conduct A A A A A A A A Conflict of Interest Respectful and Inclusive Environment Protected Disclosure (Whistleblower) Retirement Policy and Service Recognition Employee Exchange Recruitment, Selection and Retention of Employees Sexual Harassment and Personal Discrimination Standards of Conduct involving College Employees Page 5 Approved by the College Board

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