Approved by the Board of Governors on May 28, 2024 unless otherwise noted.

Standing Committees (“Committees”) of the Board of Governors (“Board”) operate according to the following principles and procedures:

1. Committees are organized to assist the Board in doing its work efficiently and effectively.
2. The Chair of the Board shall appoint members to serve on Committees for an unspecified term, with due regard to a balance of skills, experience, and interests of Board members and constituent groups and the mandates of Committees.
3. The Chair of each Committee shall decide if there should be additional attendees (“resource” people) to join Committee meetings when required to support discussions.
4. Members of the Board who are not appointed to the Finance, Investments and Property or Governance, Risk Compliance Committees are welcome to attend open and closed sessions for those committees as non-voting members.
5. Confidential sessions are attended only by Committee members unless the Committee Chair requires additional attendees to support a specific discussion.
6. Members of the Audit Committee shall be independent, i.e., have no material direct or indirect association with the organization, which could be reasonably perceived to interfere with the exercise of the member’s independent judgement.
7. The University Secretary will attend all Committee meetings.
8. Committee Chairs will report to the Board on decisions made by the Committee under the authority delegated to the Committees in these Terms of Reference, summarized key points of discussion, and recommendations for Board consideration.
9. Committee Chairs will review their Terms of Reference every three years or more frequently if required, to ensure they are operating effectively, efficiently and aligning with best practices.
10. Attendance by at least 50% of the members of a Committee constitutes a quorum for a meeting of that Committee, unless a Committee’s Terms of Reference provide otherwise, in which case the Committee Terms of Reference will prevail.  For the purpose of calculating quorum for a Committee meeting, the number of Committee members will be deemed to be reduced by the number of vacant positions in the Committee.

Committees:

• Audit 
• Executive
• Finance, Investments and Property
• Governance, Risk and Compliance

1. Audit Committee

The Audit Committee has the following responsibilities:

• Oversee the integrity of the University’s financial reporting processes and internal control systems, ensuring accounting compliance.
• Review and approve the procedures that are in place for the receipt and investigation of complaints about accounting, internal controls, or audit matters, ensuring alignment to statutory requirements.
• Review and recommend to the Board to approve annual consolidated Financial Statements for SFU and review the annual financial statements for all associated entities.
• Review and approve the University’s Full Time Equivalent Statement, Direct Loan Program report, US 1-133 government program report
• Review the Statement of Financial Information (SOFI)
• Liaise with the External Auditor to review and approve the audit terms of reference or audit plan, the results of the external financial audit, and the University’s plan to address those findings.  Provide a summary form report to the Board.
• Approve the appointment of the external auditor.
• Review and approve the Internal Audit Plan and the audit report.  Provide a summary form report to the Board on the findings.
• Review the University’s compliance with legal, statutory, and regulatory requirements as it pertains to Audit.
•  Reviews management’s responses to recommendations issued by the external auditor and management’s responses to internal audit recommendations as detailed in the Internal Audit Report and follows up as appropriate.
• Approve amendments to, or repeal of, the signing resolutions.

Membership: (5 members)

• Board Chair
• Board Deputy Chair
• Three Order-in-Council members

The Committee Chair is appointed by the Board Chair. The Committee Chair should have accounting or related financial expertise.

A majority of members of the Committee members should be financially literate as defined below and at least one member should have a financial designation or relevant financial management expertise.

• Able to read, understand and analyze the financial statements and notes to the financial statements of the University.
• Able to understand accounting standards, estimates and judgments when these are explained by management and the independent auditor.
• Understand the University’s business and unique features related to it and its operations that may affect financial reporting.
• Knowledge and understanding of the strategies that have been adopted by the University and the risks inherent in proposed strategies.
• Able to understand the University’s risk environment.

The Audit Committee will normally meet three times per year.

2. Executive Committee

The Executive Committee has the following responsibilities:

• Consider matters, and where appropriate provide approvals, on behalf of the Board when urgent matters arise that cannot wait for a scheduled Board meeting and for which an e-ballot is not a feasible or appropriate option, as determined by the Board Chair, following consideration of factors such as applicable deadlines, or the need for fulsome discussion.  Such actions will be reported to the next meeting of the Board.
• Recommend to the Board of Governors an appropriate compensation package for the President, in accordance with applicable contractual agreements and legal requirements.
• Recommend appropriate compensation packages to the Board for senior leadership positions including Vice-Presidents, Associate Vice-Presidents, Deans, University Secretary, Registrar and General Counsel.  
• Oversee the presidential performance review and rating process, ensuring this is in accordance with the Performance Review/Salary Advancement Plan approved by the Board.
• Review proposed ratings for senior leadership positions including Vice-Presidents, Associate Vice-Presidents, Deans, University Secretary, Registrar, and General Counsel, and recommend approval to the Board of the compensation adjustments proposed, ensuring this is in accordance with the Performance Review/Salary Advancement Plan approved by the Board.
• Carry out and approve board planning including the setting of the Board meeting schedule, work plan for the Board, and the structure and method for Board evaluations.
• Approve appointments to “related entity” boards.
• Recommend to the Board new salary policies and material changes to such policies.
• Approve collective agreements and policies relating to terms and conditions of employment and report the information to the Board.

Membership (7 members)

• Board Chair (Committee Chair)
• Deputy Chair
• Chancellor
• President (voting except in relation to the President’s appointment, performance review or compensation) 
• All other standing committee Chairs of the Board
• If no elected member is a standing committee Chair, then one elected member will be appointed by the Board Chair

The Executive Committee will normally meet twice per year and as requested by the President or Board Chair.

3. Finance, Investments and Property Committee

Mandate:  Ensure that financial decisions are consistent with the University’s strategic vision and priorities.

The Finance, Investments and Property Committee has the following responsibilities:

• Review and approve the University's financial plans, forecasts and results, including financial policies and practices for long-term financial sustainability.
• Review and recommend approval to the Board of the consolidated budget and annual capital plan.
• Review and approve the Investment Governance Policy B10.09 or any successor thereto, and any required changes to that policy recommended by management, subsequent to approval by Investment Advisory Committee.
• Review and recommend the approval of the University’s plan for capital planning, construction and maintenance of the real property of the University.
• Review and recommend tenders/contracts exceeding $5 million (total value including amendments) for approval by the Board with the exception of externally funded research contract purchases (Signing Authorizations Policy B10.11).
• Recommend to the Board fees for approval as required by the University Act and policy (e.g. tuition fees)^[1], except those that have been delegated by the Board.
• Recommend the roles at the University that are appropriate to enter into agreements on behalf of the University, by recommending the approval of the Signing Authorizations Policy B10.11 and any required changes thereto.
• Approve the creation or termination of, or material amendments to, pension and employee benefit plans and report to Board for information.
• Approve any variations to the documentation governing endowments, including approval of new funds/endowments and collapsing of endowments.

Membership (7 members)

• President
• At minimum two elected members of the Board
• Four other members of the Board

The Committee Chair is appointed by the Board Chair.

The Finance, Investment and Property Committee will normally meet six times per year.

^[1] Noting that the Board has the power to set, determine and collect the fees:

1. to be paid for instruction, research and all other activities in the university,
2. for extramural instruction,
3. for public lecturing, library fees, and laboratory fees,
4. for examinations, degrees and certificates,
5. for the use of any student or alumni organization in charge of student or alumni activities, and
6. for the building and operation of a gymnasium or other athletic facilities;

4. Governance, Risk and Compliance Committee

The Governance, Risk and Compliance Committee has the following responsibilities:

Governance

• Review Board practices from time to time, in consideration of current best practice and effective governance practices and principles, and make recommendations for ways to improve Board functioning (including recommendation of rules, bylaws, terms of reference, processes, and manuals, such as those regarding Board meetings, transactions of the Board, codes of conduct, principles for communication by the Board, and Committees (including amendments to Committee and Ad-hoc Committees terms of reference)).
• Recommend approval of University policies within the jurisdiction of the Board, with the exception of such policies the approval of which are within the delegated authority of a Committee of the Board.
• Monitor the effectiveness of the Board onboarding and education process and recommend professional development opportunities for Board members.
• Oversee the process for nominations of the Board Chair and Board Deputy Chair positions.
• Ensure the vacancies on the Board and Executive Staff are filled promptly, and identify potential candidates for the Board.
• Perform a regular skills and experience analysis on the Board.

Periodically review the Ad-hoc Committees established by the Board to determine whether the mandate of such Ad-hoc Committees should be continued.

Risk

• Review and approve the Enterprise Risk Management Framework, including risk management and mitigation strategies for strategic, systemic and significant operational risks.
• Receive briefings on significant legal matters involving the University as required and report to the Board on any risk identified.

Compliance

• Review strategic plan implementation status updates and identify for the Board any risks associated with the implementation.
• Review the University’s compliance with institutional commitments (policies or declarations).
• Review the University’s compliance with legal, statutory and regulatory requirements; University policies; and declaratory commitments to third parties, and provide recommendations to the Board.
• Review and approve at least bi-annually the University’s insurance coverages.

Membership (7 members)

• President
• Three OIC members including Deputy Board Chair.
• Three Board members selected from faculty, staff and student members.

The Committee Chair is appointed by the Board Chair.

The Governance, Risk and Compliance Committee will normally meet six times per year.