Graduate Student Association University of Waterloo

Graduate Student Association – University of Waterloo

GOVERNANCE CALENDAR

2016 - 2017

Council Schedule (Set by Council)

• Council will normally meet on the second Wednesday of the month, except in February when Council will normally meet on the third Wednesday of the month. Council will not normally meet in July and December, or in March when the AGM will be held in lieu of a meeting of Council.
• The Executive Committee (EC) will normally meet two weeks prior to each regular meeting of Council. Council will normally elect the membership of the Executive Committee in April.
• The Budget Advisory Committee (BAC) will normally meet once in May, June, and August. The BAC will recommend, to Council, an operating budgetby no later than one week prior to the August meeting of Council. The EC will normally recommend, and Council will normally elect, the membership of the BAC in May.
• The Strategic Planning Committee (SPC) will normally meet twice in the spring term (June and August), once in the fall term (October), and twice in the winter term (January and February). When appropriate, the SPC will recommend, to Council, changes to the GSA-UW strategic plan by no later than one week prior to the February meeting of Council. The SPC will normally perform a complete review of the strategic plan once every five years starting in 2016. When appropriate, the SPC will normally consult the GSA-UW membership through a survey in September, town hall meetings in November, and the AGM in March.The EC will normally recommend, and Council will normally elect, the membership of the SPC in May.

Board Schedule (Set by the Board)

• The Board will normally meet five times per year (April, May, August, November, and February) on the fourth week of the month, except in April when the Board will normally meet on the second week of the month.
• The Board will normally elect its officers and approve the hiring of a president at its meeting in April.
• The Board will normally approve changes to the GSA-UW fees at its meeting in May.
• The Board will normally approve the Operating, Capital, Health and Dental, and Grad House budgets at its meeting in August.
• The Finance Committee (FC) will normally meet once per month, except in March, July, and December when it will not normally meet. When appropriate, the FC will recommend, to the Board, changes to the GSA-UW fees by no later than one week prior to the May meeting of the Board. The FC will amend, when appropriate, the draft operating budget of the GSA-UW, as presented by Council, and recommend, to the Board,a final draft of the budget by no later than one week prior to the August meeting of the Board.
• The Audit & Risk Committee and the Governance Committee will meet as required pursuant to their terms of reference.

2016-2017 Governance Calendar (Council and Board)

Revision History:Approved by the Board on May 11, 2016. Approved by Council on May 18, 2016. Minor revision by Council on June 22, 2016.

Appendix A – Finance Committee Terms of Reference

1. Five members of the Board from among the directors elected by the membership of the GSA-UW, one of whom is also a member of the Audit & Risk Committee. All committee members are expected to be financially literate*.

1. To exercise general oversight over the financial affairs of the GSA-UW.
2. To review the general framework within which the GSA-UW's annual operating budget is developed.
3. To monitor general operating results relative to established budgets.
4. To review, at least annually, the GSA-UW’s debt and debt retirement plan.
5. To review, at least annually, the GSA-UW’s fees and to make recommendations to the Board thereon.
6. To review and recommend to the Board all GSA-UW investment policies and guidelines, including rebalancing strategies.
7. To monitor the performance of all external fund managers, and to recommend their appointment to the Board.
8. To report on its activities, at least annually, to the Board.
9. To receive each year from Council, for consideration, study, and review, on behalf of the Board, detailed budgets for the Association Operating Fund to make recommendations to the Board thereon.
10. To receive each year, for consideration, study, and review, on behalf of the Board, detailed budgets for the Health and Dental Fund, the Grad House Fund, the Capital Fund and to make recommendations to the Board thereon.
11. To consider, study, and review the general policies governing the GSA-UW’s financial affairs and to make recommendations to the Board thereon.

Appendix B – Audit & Risk Committee Terms of Reference

1. Three members of the Board from among the members elected by the membership of the GSA-UW. All committee members are expected to be financially literate*.

1. With respect to the external auditors and the issuance of annual audited financial statements, to:

1. Review the external audit plan annuallyregarding the scope of the audit, and the costs.
2. Appraise the overall approach to the external audit, and the related fees.
3. Recommend annually to the AGM on the appointment / reappointment of external auditors and on the fees to be paid.
4. Approve what services the external auditors provide in addition to the audit of the financial statements.
5. Recommend the financial statements to the Board for approval.
6. Approve annually the internal audit plan and report to the Board.
7. Approve the appointment of internal auditors, as required.
8. Ensure that auditors and financial officers have direct access to the committeeregarding any concerns about matters they feel have not been satisfactorily handled by others, and that there are no unresolved issues between management and the auditors that could affect the audited financial statements.
9. Meet directly with the auditors (both external and internal) in the absence of management, at least once annually.
10. Review contentious issues, including actual or anticipated litigation, with material financial impact.
11. Review reports to management from the auditors and ensure that management has taken appropriate action.
12. Report to the Board as appropriate on the activities of the auditors and the adequacy of their activities.
13. Make recommendations to the Board on the appointment of such experts and advisors as the committee deems necessary to carry out its duties.

1. To monitor the effectiveness of the GSA-UW’s internal controls and management information systems, including:

1. That appropriate policies and procedures are in place for internal accounting, financial control, information technology and management information.
2. That appropriate processes are in place to address and comply with applicable statutory, regulatory requirements, as appropriate.
3. Reporting to the Board annually on these matters

1. To monitor the effectiveness of the GSA-UW’s risk management activities, including:

1. Monitoring the effectiveness of the GSA-UW’s risk management environment.
2. Receiving and considering reports on significant risks or exposures to the GSA-UW and the management of these.
3. Ensuring that a risk management system with appropriate procedures is in place to mitigate risk.
4. Discussing with administration, the internal auditors and the external auditors the GSA-UW’s major risk exposures (whether financial, operational, or otherwise), the adequacy and effectiveness of accounting and financial systems, and the steps administration has taken to monitor and control such exposures.
5. Reviewing, at every meeting, the status of risk management initiatives and emerging issues that have the potential to impact the GSA-UW’s risk profile.
6. Reporting to the Board annually on risk management.
7. Ensuring that committee members receive appropriate orientation regarding the work of the committee, and that training to enhance financial literacy and best practices in risk management is made available to committee members as required

1. To assess annually the adequacy of the committee's terms of reference and to propose any needed amendments to the Governance Committee.

Appendix C – Governance Committee Terms of Reference

1. The chair of the Board, who shall chair the committee.
2. The chairs of the following committees: Audit & Risk and Finance.
3. One member of the Board from among the members elected by the membership of the GSA-UW.

1. To consider, study, and review all GSA-UW governance and governance-related activities, and to make recommendations to the Board thereon, including such activities as:

1. Ensuring effective operation of the Board and its committees.
2. Ensuring that committee mandates remain relevant and effective.
3. Establishing criteria for evaluating incumbent directors and potential candidates for election to the Board, and making recommendations to the Board or to the Annual General Meeting, as the case may be.
4. Nominating directors to Board committees.
5. Ensuring orientation and training of directors.
6. Assessing the effectiveness of the Board, committees, and directors.
7. Reporting to the Board on these activities at least annually.

1. To evaluate, on behalf of the Board, the performance of the president of the GSA-UW and to review and approve his or her compensation and conditions of employment.

Appendix D –Executive Committee Terms of Reference

1. Ex-officio
2. The president of the GSA-UW, who shall chair the committee.
3. The vice-president.
4. The student affairs officer, who shall chair the committee.

1. Elected by Council
2. One member of Council from each faculty* of the university.
3. One member of Council from among the members of the Board of Directors elected by the membership of the GSA-UW.

1. To request special meetings of Council, in accordance with Policy 7.
2. To prepare the agenda for all regular and special meetings of Council.
3. To receive and review reports from the officers of the GSA-UW prior to their submission to Council at each regular meeting.
4. To present to Council, normally at the first regular meeting in the term in May, a list of nominations for the committees of Council.
5. To make recommendations to Council as may be necessary from time to time regarding the establishment of ad hoc committees of Council, such recommendations to include the terms of reference of any such committee and a list of nominations for the membership thereof.
6. To receive and review the reports and recommendations of all committees of Council, prior to their presentation to Council and to make at its discretion recommendations to Council thereon.
7. To act on behalf of Council on such matters as Council may from time to time designate.
8. To report to Council, as expeditiously as possible, with respect to the conduct of such matters as shall be delegated by Council to the committee from time to time.

Appendix E – Budget Advisory Committee