Board of Trustees

Ex Officio

• Brian Lawson (Chancellor)
• Mayo Moran (Provost)
• Shannon-Garden Smith (Chair, Executive Committee of the Alumni Association)

Eight Members of the Corporation

• Sharon Geraghty (Chair)
• Mostafa Asadi (Vice-Chair)
• Jean Fraser
• Stanley Ho
• Louise James
• Gerry Noble
• Shazeen Suleman
• Ian Suttcliffe

 Six General Members of Convocation

• Patrick Kim
• Charles Pick
• Brenda Webster Tweel
• Barbara Dirks
• Margaret Kim
• Vacant

One person elected by the St. Hilda’s College Board of Trustees

• Caroline Jageman

Four Fellows, one of whom to be chosen from the Faculty of Divinity

• Eleanor Fish
• Louis Pauly
• Steve Easterbook
• Vacant

Two members of the Administrative Staff

• Jerome Chang
• Ramata Tarawally

Four students, one of whom to be registered in the Faculty of Divinity

• Sarah Griffin
• Jacob Buchan
• Kaelem Moniz
• Raihan Woodhouse

TERMS OF REFERENCE

The Development Committee shall:

1. provide strategic advice to the Board of Trustees on College fundraising priorities and initiatives;
2. report to the Board regularly on the overall state of fundraising;
3. advise and collaborate with the Executive Director of Development & Alumni Affairs in the planning and execution of a comprehensive multi-year program of fundraising;
4. monitor and review progress on College fundraising activities and make recommendations thereupon to the Executive Director of Development & Alumni Affairs, Provost and Board; and
5. form sub-committees as appropriate for specific fundraising initiatives.

MEMBERSHIP: Minimum of 10 members

• 3 members ex officio: The Provost, the Chair of the Board of Trustees, the Executive Director of Development & Alumni Affairs,
• 2 members of the Alumni Association: The Chair of the Executive Committee and 1 member elected by the Association
• members-at-large: minimum of 5 members: at least 2 of whom to be members of the Board of Trustees.

Members will be selected through the Committee on Nominations.

TERM OF OFFICE: Term shall be up to three years once renewable.  A member may not serve for more than six consecutive years without a period of one year out of office.

THE CHAIR: Chair of the Committee shall be a member of the Board of Trustees and shall be appointed by the Board of Trustees on the recommendation of the Committee on Nominations, normally for a term of three years.

FREQUENCY OF MEETINGS: Normally four times a year.  Duration 1.5 hours.

QUORUM: Fifty-percent plus one member eligible to vote.

MINUTES: Minutes are prepared by the Secretary of the College (or assignee) and retained by that Office.  Minutes are available to members.

Approved by the Board of Trustees, September 25, 2002 with further amendments, May 27, 2004; October 6, 2011

TERMS OF REFERENCE

The Finance Committee shall:

1. advise the Board of Trustees on financial matters affecting the College including long-range operating and capital financial plans, the annual operating and capital budget, and extraordinary capital or operating expenditures;
2. monitor actual revenue and expenditures against budget during the fiscal year;
3. review the financial management procedures within the College; and
4. provide advice to the Provost, the Bursar and the Board, as needed, about financially related matters.

The Audit Committee shall:

1. review the results of the audit with the College’s auditors; and
2. recommend audited financial statements to the Board for approval.

MEMBERSHIP: 11 members:

• 4 members ex officio: The Provost, the Bursar, the Chair of the Board of Trustees and the Chair of the Committee on Investments or his/her representative
• Up to 6 members-at-large, 2 of whom to be members of the Board of Trustees
• 1 Fellow (as defined by the Statutes)
• 1 student member
• 1 staff member

After reasonable efforts have been made to obtain a qualified volunteer to fill any of the constituency positions and no one has indicated an interest to serve, the Board shall have discretion to fill that vacancy.

MEMBERSHIP OF THE AUDIT COMMITTEE: All members of the Finance Committee other than the Provost, the Bursar and other persons who are employees of the College.

TERM OF OFFICE (both Committees): Members-at-large serve for a three-year term, once renewable, to a maximum of six years.

THE CHAIR (both Committees): The Chair of the Finance Committee shall be a member of the Board of Trustees and shall be appointed by the Board of Trustees on the recommendation of the Committee on Nominations.  The Chair of the Finance Committee shall be the Chair of the Audit Committee.

FREQUENCY (Finance Committee): At least four times per year, and such additional meetings as the Chair shall consider appropriate.

FREQUENCY (Audit Committee): At least once per year, and such additional meetings as the Chair shall consider appropriate.

QUORUM (both committees): The majority of the members eligible to vote.

MINUTES (both committees): Minutes are prepared and retained by the College Secretary; copies are distributed to the members and to the Auditors.  The Minutes are posted on the four College bulletin boards.

Approved by the Board of Trustees, October 24, 1996, with further amendments, December 5, 1996; September 28, 2000; May 27, 2004; April 19, 2007

TERMS OF REFERENCE

The Committee on Investments shall:

1. supervise the management of invested funds in accordance with the Investment Policy on College Funds (the “Investment Policy”) and as instructed by the Board of Trustees from time to time;
2. review periodically, and, if advisable, recommend to the Board changes to the Investment Policy;
3. recommend to the Board the appointment of a Custodian and one or more Investment Managers, and, if advisable, the termination of the same;
4. monitor and assess the activities and performance of the Custodian and the Investment Managers;
5. in the context of the Investment Policy, instruct the Investment Managers and, if advisable, change the amount and asset mix of funds under manage­ment; (e) if advisable, engage a perform­ance measurement service;
6. receive reports from and advise the Bursar on the management of funds held in cash outside the mandate of the Investment Managers; and
7. report to the Board on a regular basis on the foregoing and on the performance of College investments.

MEMBERSHIP: 11 members:

• 4 members ex officio: The Provost, the Bursar, the Chair of the Board of Trustees and the Chair of the Finance Committee or his/her representative
• 7 members-at-large, at least 1 of whom to be a member of the Board of Trustees

TERM OF OFFICE: Members-at-large serve for a three-year term, once renewable, to a maximum of six years.

THE CHAIR: The Chair shall be a member of the Board of Trustees and shall be appointed by the Board of Trustees on the recommendation of the Committee on Nominations.

FREQUENCY OF MEETINGS: At least four times a year, and such additional meetings as the Chair shall consider appropriate.

QUORUM:  The majority of the members eligible to vote.

MINUTES: Minutes are prepared and retained by the College Secretary; copies are distributed to the members, Bursar, Controller and the Chair of Board of Trustees.

Approved by the Board of Trustees, October 24, 1996, with further amendments, December 5, 1996; September 28, 2000; May 27, 2004

TERMS OF REFERENCE

The Committee on Nominations shall:

1. propose to Corporation persons to be elected to Corporation by Corporation, members of Corporation to be elected by Corporation to the Board and to the Senate, and persons to be appointed by Corporation as Public Orator and Esquires Bedell;
2. propose to the Board a Chair and Vice-Chair of the Board, persons to fill vacancies on Committees of the Board and the term of each elected member to the Board so that as far as possible the terms of about one-third of such elected members shall terminate each year;
3. ensure that procedures are in place for the timely election or appointment of persons to fill constituent positions on Corporation, the Board, the Senate and Committees of the Board, as required in the Statutes and Board policies.

There shall be a Sub-committee of the Committee called the Board Appointments Sub-committee, made up of all members of the Committee who are also members of the Board of Trustees. This Sub-committee shall:

1. identify the core competencies required by the Board;
2. assess the competencies of the current Board members–at-large;
3. recruit in accordance with Board needs, persons to be new members of the Board, the Chair and Vice-Chair of the Board, and persons to fill vacancies on Committees of the Board; and
4. recommend candidates to fill roles in 3. above to the Committee on Nominations.

MEMBERSHIP: 14 members:

• 6 members ex officio: The Chancellor, Provost, Chair of the Board of Trustees, Past Chair of the Board of Trustees, Chair of Convocation and Chair of Senate
• 3 members-at-large
• 3 members of the Board of Trustees
• 1 Fellow (as defined in the Statutes), who is a member of the Board of Trustees
• 1 student member, who is a member of the Board of Trustees
• 1 staff member

After reasonable efforts have been made to obtain a qualified volunteer to fill any of the constituency positions and no one has indicated an interest to serve, the Board shall have discretion to fill that vacancy.

TERM OF OFFICE: Members, other than students, serve for a one-year term, twice renewable to a maximum of three years.

THE CHAIR: The Chair of the Committee shall be a member of the Board of Trustees, and shall be appointed by the Board of Trustees on the recommendation of the Board of Trustees.  The Chair of the Committee shall be the Chair of the sub-committee.

FREQUENCY OF MEETINGS: At the call of the Chair.

QUORUM: The majority of the members eligible to vote.

MINUTES: Minutes are prepared and retained by the College Secretary; copies are distributed to the members, the Director of Development and Alumni Affairs, the Chair of the Nominations Committee of Convoca­tion, and others upon request.

Approved by the Board of Trustees, October 24, 1996, with further amendments, December 5, 1996; September 28, 2000; May 27, 2004; May 24, 2007; May 2015; March 2017

TERMS OF REFERENCE

To act as “administrator” of the Trinity College Pension Plan as provided under the Ontario Pension Benefits Act (OPBA).  The main statutory duty of the administrator is to ensure the pension plan and pension fund are administered in accordance with the Act and regulations (OPBA, Section 20 (1)).  The investment of the fund is delegated to the Committee on Investments; the appointment of auditors is delegated to the Board of Trustees on recommendation of the Finance and Audit Committee.  The administrator reports to active and retired members as required.  Matters which require the decision of the plan sponsor (the College) are normally brought to the Board of Trustees by the Pension Committee.

MEMBERSHIP: 7 members:

• 3 members ex officio: the Chair of the Board of Trustees, Chair of the Committee on Investments and the Bursar
• 2 members-at-large to be appointed by the Board of Trustees, at least one of whom shall be a member of the Board
• 1 elected representative of the Plan members
• 1 elected representative of the pensioners

After reasonable efforts have been made to obtain a qualified volunteer to fill any of the constituency positions and no one has indicated an interest to serve, the Board shall have discretion to fill that vacancy.

Attendees at meetings:

Assessors representing the Faculty of Divinity and Professional Librarians and administrative and unionized staff will be provided with notices of meetings and meeting materials and will be invited to attend.

TERM OF OFFICE: Members-at-large serve for a three-year term, once renewable, to a maximum of six years.

THE CHAIR: The Chair shall be a member of the Board of Trustees and shall be appointed by the Board of Trustees on the recommendation of the Committee on Nominations.

FREQUENCY OF MEETINGS: At least once per year, and such additional meetings as the Chair shall consider appropriate.

QUORUM: The majority of the members eligible to vote.

MINUTES: Minutes are distributed to the members and the assessors and retained by the Bursar; copies are available to the Plan members on request.

Approved by the Board of Trustees, October 24, 1996, with further amendments September 28, 2000; May 27, 2004