HUMAN RESOURCES COMMITTEE

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1 Board of Trustees Board Committee Charter Approved by the Board of Trustees Amendments approved by the Board of Trustees HUMAN RESOURCES COMMITTEE May 7, 2015 December 3, 2015; June 23, Mandate The mandate of the Human Resources Committee ( Committee") is to assist the Board in providing oversight of: a. employee salary, benefits and compensation arrangements; b. human resources strategies and policies; c. compliance with human resource related laws and regulations; d. any other matters referred to it by the Board, the Executive Committee or the President. 2. Composition The Human Resources Committee is appointed annually and consists of the following: a. Chair of the Board, the Immediate Past Chair, the Vice-Chair/Chair-Elect, the Chair of the Financial Planning and Investment Committee and the President, ex officio; b. a minimum of three community Trustees (excluding those listed), one of whom shall serve as Chair. 3. Responsibilities In fulfilling its mandate, the Human Resources Committee shall have the following responsibilities: 3.1 Human Resources Strategy a. oversee the Human Resources strategy in support of the University s vision and strategic plan, including strategies related to employee engagement, recruitment, retention, development, well-being, compensation and organizational design. 3.2 Performance Indicators and Measurement a. regularly receive and review those key performance indicators that are indicators of the successful stewardship of the University s human resources matters. 3.3 Policies a. develop and recommend to the Board for approval new policies as appropriate pertaining to its purview; b. review, revise and approve all existing University policies related to its purview;

2 Human Resources Committee Charter - 2. c. receive reports regarding significant or repeated policy violations. 3.4 Brock University Pension Plan a. review the annual pension report; b. review the annual audited financial statements and actuarial valuation reports; c. review changes to the Brock University Pension Plan Governance Manual; d. review all Plan changes recommended by the Pension Committee; e. along with the Financial Planning and Investment Committee, participate in a Joint Committee to review, evaluate and approve the recommendations made by the University related to changes to the benefit formula and contribution rates. f. along with the Financial Planning and Investment Committee, participate in a Joint Committee to review, evaluate and recommend to the Board of Trustees, recommendations made by the University related to termination of the Plan or adoption of a new pension plan. 3.5 Compensation a. review and evaluate matters related to salary, wage and fringe benefit negotiations and discussions with union and non-union groups on campus, and make recommendations to the Executive Committee regarding such matters; b. administer the Senior Staff Compensation Policy as outlined in the procedures attached as Appendix A to this Charter. 3.6 Labour Relations a. review and discuss matters related to confidential labour relations and make recommendations to the Executive Committee regarding such matters as may be required. 3.7 Legislative Compliance a. oversee the University s compliance with all legislation related to human resources, including occupational health and safety matters, human rights and equity matters and accessibility matters. 3.8 Risk Management The Committee shall gain reasonable assurance that human resources matters are effectively managed and controlled by: a. reviewing with management, the University s human resources policies and strategies to ensure appropriate consideration of inherent risks; b. reviewing with management its assessment of the significant risks facing the University s staffing needs; c. reviewing with management the University s policies and proposed changes thereto for managing those significant risks by ensuring that policies and procedures are in place to monitor the pension fund and compensation; d. reviewing with management its plans, processes and programs to manage and control such risks; e. reviewing regularly with management and the University s legal counsel any human resources related legal claim or other contingency that could have a material effect upon the financial position, reputation or operating results of the University. 3.9 Other Responsibilities a. request reports from management on any matters that, in the Committee's discretion, fall within the Committee's duties;

3 Human Resources Committee Charter - 3. b. make recommendations to the Board, Executive Committee, President and/or his/her delegate on any other related matter referred to the Committee; c. in discharging is responsibilities, the Committee may, at the expense of the University, retain external consulting expertise. 4. Meetings a. Meetings of the Human Resources Committee are closed to members of the public. b. Regular meetings of the Committee shall be held throughout the year at the call of the Chair and normally before each Board meeting. Additional meetings shall be held at the call of the Chair or upon the request of two members of the Committee. A majority of the members of the Committee shall form a quorum. The Committee may, as required, meet in joint session with one or more of the other Board standing committees. c. Meetings are held in accordance with the Board and Board Committee Meeting Procedures. 5. Review of Charter As per Article of the Board Bylaws, each Committee shall review its Charter at least every two years and any changes to Committee Charters must be considered by the Governance/Nominating Committee and approved by the Board. APPENDIX A: Attached

4 Human Resources Committee Charter - 4. Appendix A to the HR Committee Charter SENIOR STAFF COMPENSATION APPRAISAL and SUCCESSION PLANNING With respect to the HR Committee s responsibilities and duties related to the Senior Staff Compensation Policy, the following procedures have been developed: 1.0 Meetings: The HR Committee of the Board will normally meet 1.1 In June of each year to Make decisions upon the recommendation of the President regarding compensation for members of the University s Senior Administrative Council (SAC); Review the performance appraisals of the President and each Vice-President in accordance with performance review procedures (5.0); Review and approve the Succession Planning Report (6.0); Review with the President and approve any changes to the composition and structure of SAC; and Conduct any other business as may be required under the Senior Staff Compensation Policy. 1.2 In October of each year to Review the performance objectives of the President and Vice-Presidents; Conduct any other business as may be required under the Senior Staff Compensation Policy. 1.3 As required to Subject to the approval by the Board of Trustees of their hiring, to approve the employment contracts to be offered to candidates for the position of President and Vice- President, any amendments to the employment contracts for the President and Vice- Presidents and, in the event of the approval by the Board of Trustees of an early termination of the President or a Vice-President, to approve the termination agreement pertaining to such early termination; and Conduct any other business as may be required under the Senior Staff Compensation Policy. 2.0 Information Provided to the HR Committee: Prior to the June meeting each year, the University will present the following information to the HR Committee: 2.1 Recent and known future compensation adjustments awarded to employee groups at Brock University; 2.2 Recent and known future compensation adjustments awarded to relevant comparators in the local market and university sector; 2.3 Consumer Price Index (CPI) values for the preceding 12-month period; 2.4 The most recent market analysis for SAC positions; 2.5 Any other relevant information; and 2.6 Where appropriate, recommendations regarding compensation adjustments for positions covered by the Senior Staff Compensation Policy. 3.0 Market Review: Every 3-4 years, the University will conduct a review of the market in accordance with the Senior Staff Compensation Policy and present the findings to the HR Committee for consideration. Recognizing the relevant market may change from time-to-time, the HR Committee will determine comparator universities at the time of each market review.

5 Human Resources Committee Charter Salary Structure - Academic Appointments: When a position covered by the Senior Staff Compensation Policy includes a tenured (or equivalent) academic appointment, the following shall apply: 4.1 Total annual salary paid as a SAC member will be comprised of up to three components: Faculty Salary - At the commencement of the appointment to SAC, a faculty salary appropriate to the rank, discipline, and experience of the employee will be confirmed in the employment contract. During the appointment to SAC, this faculty salary will be shadowed to reflect increases that would have been applied had the employee been a faculty member covered by the relevant collective agreement ( shadow faculty salary ). Note: A shadow salary is for administrative purposes only actual salary paid to a SAC member will be determined by the HR Committee in accordance with the Senior Staff Compensation Policy Decanal Stipend - $18,000/annum will be added to the faculty salary of each Dean during the decanal appointment Administrative Stipend (where appropriate and necessary) If the total salary to be paid to a SAC member is different than the sum of the faculty salary + the decanal stipend (in the case of a Dean), the difference (positive or negative) will be reflected as an Administrative Stipend. 4.2 If a SAC member assumes a tenured faculty appointment (as provided for in the employment contract), any decanal and/or administrative stipend paid shall be forfeited and the employee will return to their shadow faculty salary effective the first day of the faculty appointment. 5.0 Performance Evaluation President & Vice-Presidents 5.1 Each year, the President will By May 15 th, complete and submit to the Chair of the Board performance reports that detail progress and achievements made in respect of the performance objectives of the President and each of the Vice-Presidents for the previous year; By July 15 th, propose in writing to the Chair of the Board performance objectives of the President for the upcoming year. Such performance objectives to be aligned with the strategic objectives of the University and to be measurable, achievable, realistic, specific and with timelines; During an in camera session at the first Board of Trustees meeting each year, report on the specific performance objectives of the President and each of the Vice- Presidents for the upcoming year. 5.2 Each year, the Chair of the Board will (supported by the Vice Chair/Chair-Elect or if not available the Chair of the Human Resources Committee): Prior to June 15 th, meet with the President and separately, along with the President, each Vice-President to review, as applicable, the performance reports noted in Following such meetings and any further consultations the Chair of the Board may deem appropriate, the Chair of the Board will prepare a written performance appraisal of the President. The HR Committee (during an in-camera session at the June HR Committee meeting) and Board of Trustees (during an in-camera session at the June Board meeting) will be updated by the Chair of the Board accordingly. The update to the Board shall include, where applicable, the HR Committee s recommendations to the Board for the compensation of the President and each Vice-President;

6 5.2.2 Prior to September 15 th, meet: a) with the President to review and approve the President s performance objectives noted in 5.2.1, and b) along with the President, each Vice-President to review and jointly approve the performance objectives noted in and following such meetings provide an update to the HR Committee accordingly. 6.0 Succession Planning 6.1 By May 15th of each year the President will prepare a Succession Planning Report outlining the University s recommended succession plan for the President and each of the Vice-Presidents.

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