TRUSTEES AND GOVERNANCE
The purpose of the Trustees and Governance Committee is to attract, nominate, orient, organize, motivate and assess the performance of trustees and to ensure the continuing ability of the Board to exercise its responsibilities. The Committee is also responsible for making recommendations to the Board with respect to appointments to Board committees, Board appointments to non-Board committees and the evaluation of the governance activities and functions of the Board.
Review of Charter
This charter shall be reviewed and reassessed by the Trustees and Governance Committee at least annually, and any proposed changes shall be submitted to the Board of Trustees for approval.
The Trustees and Governance shall be composed of not less than four Trustees. A quorum of any meeting of the Trustees and Governance Committee shall consist of a majority of its voting members.
The Secretary of the Corporation or his/her designee, and the Vice President for Advancement and External Relations or his/her designee shall serve as staff to the Committee.
Meetings shall be held in conjunction with regularly scheduled meetings of the Board, or as deemed necessary by the Chair of the Committee.
Agenda, Minutes and Reports
The Chair of the Committee, in collaboration with the staff designee, shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with relevant materials, shall be sent to the Committee members in advance of each meeting. Minutes for all meetings shall be prepared in draft form by the staff designee and reviewed by the Chair, and shall be approved by the Committee members at the following meeting. The minutes shall be distributed periodically to the full Board of Trustees. The Committee shall make regular reports to the Board of Trustees.
Roles and Responsibilities
The Committee’s primary responsibilities are:
- Design the composition of the Board to meet the governance demands of the University;
- Develop a statement of criteria for determining appropriate attributes for and expectation of trustee candidates;
- Ensure implementation of a new trustee orientation program;
- Develop fair, measurable, and effective criteria to assess trustee performance and to anticipate new leadership;
- Develop a schedule for the regular assessment of trustee performance;
- Decide whether to nominate sitting trustees for reappointment and make such recommendations to the Board as needed;
- Develop practices and recommend strategies and policies to attract, orient, organize, and motivate trustees, including programs that continue the commitment of former trustees;
- Recommend to the Board for its approval candidates for honorary degrees;
- Make recommendations to the Board for appointment to the rank of Trustee Emeritus;
- Make recommendations to the Board for appointment to the rank of President Emeritus;
- Establish and amend guidelines with respect to the goals of the Trustee appointment process;
- Develop and implement a systematic, open and proactive process for seeking nominations for Trustee;
- Provide recommendations to the administration regarding promotion of awareness of Board activities to members of the University community;
- Recommend to the Board the appointment of members to standing committees of the Board;
- Recommend to the Board the appointment of representatives to non-Board bodies and committees;
- Recommend to the Board the appointments of the chair and vice-chairs of Board committees, with the exception of the Audit and the Executive Committees;
- Ensure, where possible, that all Board members are members of at least one committee, and that committee memberships and chairs are rotated regularly, Board members from the internal constituencies of the University are included as appropriate, and committee memberships are balanced as appropriate;
- Receive and review recommendations from each standing committee of the Board at least every three years regarding their terms of reference; and recommend revisions thereto to the Board, as appropriate;
- Annually review the terms of reference of ad hoc committees of the Board and recommend to the Board the creation or abolition of standing and ad hoc Board committees;
- Review the Board's governance structure and activities at least every three years, including Board Committee Regulations and the Board of Trustees Code of Ethics;
- Monitor compliance with the Board of Trustees Conflict of Interest and Code of Ethics policies;
- Establish and amend guidelines relating to the goals of the nomination process; and
- Conduct an annual self-evaluation of the performance of the Committee, and the effectiveness and compliance with this charter.
The foregoing is a full, true and correct copy of the Charter passed and adopted by the Board of Trustees of Kettering University at a meeting thereof held on the 7th day of December 2012.