Executive and Governance Committee

The Board of Regents shall appoint an Executive and Governance Committee in accordance with the following terms:


The Executive and Governance Committee will provide strategic and executive oversight on matters regarding the Board’s governance, policies and bylaws, including the Board governance processes and the institutional strategic plan.

The Committee also holds responsibility for University policy oversight, including the review of major University policies and awareness of minor policy changes, and will serve as the conduit for the Board in regard to the strategic direction of policy at the University.

The Committee will ensure that the principles of transparency, accountability, diversity, equity, inclusivity, indigenization, and overall effectiveness are integrated into and respected at all levels of Board governance. This is inclusive of effective communication and connectivity with the Senate.


  1. Provide counsel and support to the President and Board Chair on complex and sensitive issues.
  2. Review and approve agendas for Board meetings.
  3. Review and make recommendations to the Board concerning Senate business submitted to the Board.
  4. Work in collaboration with committee chairs to oversee Board committee plans and their progress in meeting the identified goals.
  5. Recommend the appointment of the President as per the Presidential Search, Selection, and Appointment Board Policy
  6. Review recommendations from the President and provide advice to the Board of Regents concerning:
    1. Internal and external stakeholder relations and reputation management.
    2. Fundraising and development.
    3. Matters not assigned to other committees.
  7. Provide oversight regarding amendments to the Memorial University Act.
  8. Monitor the need for Board advisory or ad hoc committees and advise the Board of such needs as they arise.
  1. Assess and recommend to the Board any necessary or constructive changes, deletions, or additions in, from, or to the Board of Regents By-Laws.
  2. Provide direct oversight of the development, administration, and management of Board Policies.
  3. Ensure a comprehensive Board governance review, including a review of the Board’s committee structure, is undertaken at least every five years
  4. Advise on the structure and effectiveness of Board meetings and meeting materials and ensure Board processes are aligned with best practices in good governance, specifically in the higher education sector.
  5. Provide means by which Board members have access to the training and education needed to successfully execute their fiduciary duties; and
  6. Through consultation with other committees and the University Governance Secretariat the committee will recommend to the Board new policies or changes in existing policies.


The Executive and Governance Committee of the Board shall be composed of:

Voting Members
  1. Chair of the Board, who shall Chair the Committee[1]
  2. Vice-Chair of the Board of Regents who is the Committee Vice-Chair
  3. Human Resources Committee Chair
  4. Audit and Finance Chair
  5. Physical and Digital Infrastructure Committee Chair
  6. The President and Vice-Chancellor
Non-Voting Ex-Officio Members
  1. Provost and Vice-President (Academic)
  2. Executive Director, University Governance Secretariat
  3. General Counsel
  4. Other individuals invited by the Committee Chair as necessary

The Secretary to the Board will serve as a non-voting secretary to the Committee.


Quorum shall be a majority of voting members. 


The Committee shall normally meet in advance of each regular meeting of the Board.

Special meetings of the Committee shall be held as agreed by the Committee or as called by the Chair of the Committee or of the Board.

Delegated Authorities

  • To assume such other responsibilities as may be delegated by the Board or that arises and does not fall in the purview of any other Board committee.
  • To act for the Board on any matter within the jurisdiction of the Board pursuant to the Memorial University Act, where decisions are required to be made and action taken between regularly scheduled meetings of the Board of Regents and where the Board has otherwise delegated specific responsibilities to the Executive Committee.
  • Provide guidance to the senior administration on timely or emerging issues on behalf of the Board.

Reporting and Deliverables

  • Annual reports from each Board Committee on projects, priorities, policies, sustainability initiatives, and any other relevant strategic initiatives.
  • The Executive and Governance Committee shall submit reports to the Board of Regents of any action or decisions taken on behalf of the Board. Such reports shall be for the information of the Board.

[1] Chair is the last to vote and will be considered the tiebreaking vote if needed.

Approved: August 29, 2023

A PDF can be found here: Executive and Governance Committee Tems of Reference

Board – Senate Liaison Subcommittee

This subcommittee has been approved for development by the Board with the Senate to discuss opportunities and matters to advance the University's priorities and ensure the bi-cameral governance structure of the University is operating effectively.

The Terms of Reference will be developed collaboratively assuming Senate are also in support of this subcommittee of the Executive and Governance Committee of the Board.

Members of the existing Board Executive and Governance Committee will meet with the Senate Executive Committee to ascertain the appropriate next steps in this process should there be mutual interest.