uwaterloo.ca€¦ · Web view2016/07/20 · Approve final draft budgets for the Operating Fund, the Grad House Fund, the Health & Dental Fund, and the Capital Fund. Monitoring and

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 budget by 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)

WeekCouncil & Committees

Board & Committees

Decisions Activities Reports

May 2 – 6

May 9 – 13Board of Directors (May 11)

Elect the officers of the Board.

Approve governance reforms.

May 16 – 20Council (May 18)

Approve governance reforms.

Populate the Executive Committee.

May 23 – 27

May 30 – July 3

Board of Directors (May 31)

Approve the annual Governance Calendar.

Populate the committees of the Board.

June 6 – 10Executive Committee

Set the agenda for Council.

June 13 – 17

Finance Committee

Orientation.

June 20 – 24

Council (June 22)

Populate the committees of Council.

Report from the Board on changes to GSA-UW fees.

June 27 – July 1

Budget Advisory Committee

Establish a process for submitting operating budget proposals.

Review previous operating budgets.

July 4 – 8Executive Committee


July 11 – 15

Strategic Planning Committee

Develop a process for developing the strategic plan.

Finance Committee

Review draft budgets for the Grad House Fund, the Health & Dental Fund, and the Capital Fund.

Monitoring and other duties as required.

Report from the BAC on the draft operating budget.

July 18 – 22Council (July 20)

Report from the BAC on the draft operating budget.

July 25 – 29 Budget Advisory

Review the budget submissions.

Committee

Aug 1 – 5

Budget Advisory Committee

Approve a draft operating budget.

Audit & Risk Committee

Initiate the annual risk assessment.

Aug 8 – 12

Executive Committee


Governance Committee

Initiate the annual governance review.

Aug 15 – 19Strategic Planning Committee

Finalize the process for developing the strategic plan.

August 22 – 26

Council (August 24)

Approve a draft operating budget.

Finance Committee

Approve final draft budgets for the Operating Fund, the Grad House Fund, the Health & Dental Fund, and the Capital Fund.


Aug 29 – Sept 2

Executive Committee


Board of Approve the budgets for

Directors

the Operating Fund, the Grad House Fund, the Health & Dental Fund, and the Capital Fund.

Sept 5 – 9

Sept 12 – 16

Council (September 14)

Finance Committee


Sept 19 – 23

Sept 26 – 30Executive Committee


Oct 3 – 7


Review the results of the strategic objectives survey.


Orientation with the accountant.

Oct 10 – 14

Council (October 13)

Report from the SPC on the results of the strategic objectives survey.

Finance Committee


Oct 17 – 21

Oct 24 – 28Executive Committee


Oct 31 – Nov 4

Nov 7 – 11

Council (November 9)

Report from the SAC on the University’s proposed fee changes.

Finance Committee

Review the GSA-UW’s debt and debt retirement plan.

Nov 14 – 18Governance Committee

Midterm debrief with the President.

Nov 21 – 25Board of Directors

Midterm progress review.

Nov 28 – Dec 2

Break

Jan 2 – 6

Executive Committee



Review the results of the strategic objectives town hall meetings.

Jan 9 – 13

Council (January 11)

Report from the SPC on the results of the strategic objectives town hall meetings.

Finance Committee


Jan 16 – 20Audit & Risk Committee

Approve services for the external audit.

Jan 23 – 27

Jan 30 – Feb 3

Executive Committee


Governance Committee

Approve a call for nomination of new directors.

Approve a draft agenda for the AGM.

Set a plan for the orientation and training of new directors.

Feb 6 – 10


Approve a draft strategic plan.

Finance Committee


Feb 13 – 17 Council (February 15)

Approve the final draft strategic plan.

Report from GSSAC on TA and RA rates, the graduate scholarship

fund, and the graduate student millennium bursary fund.


Review the audited financial statements.

Feb 20 – 24Board of Directors

Approve the audited financial statements.

Feb 27 – Mar 3

Mar 6 – 10

Mar 13 – 17AGM (March 15)

Approve the strategic plan.

Approve positions on matters arising from the GSSAC and/or the SAC.

Report from the SAC on the University’s proposed fee changes.

Mar 20 – 24

Mar 27 – 31

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

1.01 There will be a standing committee of the Board called the Finance Committee.

1.02 Finance Committee MembershipThe membership of this committee shall consist of the following:

a. 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*.

(*"Financially literate" includes, at a minimum, the ability to read and understand a set of financial statements that present a breadth and level of complexity of the issues that can reasonably be expected to be raised by GSA-UW’s financial statements.)

1.03 The term of office of members elected pursuant to paragraphs 1.02.a shall be one year. Each member is eligible for re-election.

1.04 Powers and duties of the Finance CommitteeThe Finance Committee shall have the following powers and duties:

a. To exercise general oversight over the financial affairs of the GSA-UW.b. To review the general framework within which the GSA-UW's annual

operating budget is developed.c. To monitor general operating results relative to established budgets.d. To review, at least annually, the GSA-UW’s debt and debt retirement plan.e. To review, at least annually, the GSA-UW’s fees and to make

recommendations to the Board thereon.f. To review and recommend to the Board all GSA-UW investment policies and

guidelines, including rebalancing strategies.g. To monitor the performance of all external fund managers, and to

recommend their appointment to the Board.h. To report on its activities, at least annually, to the Board.i. 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.

j. 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.

k. To consider, study, and review the general policies governing the GSA-UW’s financial affairs and to make recommendations to the Board thereon.

1.05 Meetings of the Finance CommitteeThe committee shall normally hold nine (9) regular meetings per year. Special meetings of the committee shall be called by the chair of the committee.

Revision History: Approved by the Board on May 11, 2016.

Appendix B – Audit & Risk Committee Terms of Reference

2.01 There will be a standing committee of the Board called the Audit & Risk Committee.

2.02 Audit & Risk Committee MembershipThe membership of this committee shall consist of the following:

a. 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*.

(*"Financially literate" includes, at a minimum, the ability to read and understand a set of financial statements that present a breadth and level of complexity of the issues that can reasonably be expected to be raised by GSA-UW’s financial statements.)

2.03 One member of the committee shall also serve on the Finance Committee.

2.04 No director may serve on the Audit & Risk Committee while that director or a company with whom that director has a business or employee relationship is receiving consulting, advisory, or other fees from the GSA-UW.

2.05 The term of office of members elected pursuant to paragraphs 2.02.a shall be one year. Each member is eligible for re-election.

2.06 Powers and duties of the Audit & Risk CommitteeThe Audit & Risk Committee shall have the following powers and duties:

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

i. Review the external audit plan annually regarding the scope of the audit, and the costs.

ii. Appraise the overall approach to the external audit, and the related fees.

iii. Recommend annually to the AGM on the appointment / reappointment of external auditors and on the fees to be paid.

iv. Approve what services the external auditors provide in addition to the audit of the financial statements.

v. Recommend the financial statements to the Board for approval.vi. Approve annually the internal audit plan and report to the Board.

vii. Approve the appointment of internal auditors, as required.viii. Ensure that auditors and financial officers have direct access to the

committee regarding 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.

ix. Meet directly with the auditors (both external and internal) in the absence of management, at least once annually.

x. Review contentious issues, including actual or anticipated litigation,

with material financial impact.xi. Review reports to management from the auditors and ensure that

management has taken appropriate action.xii. Report to the Board as appropriate on the activities of the auditors

and the adequacy of their activities.xiii. Make recommendations to the Board on the appointment of such

experts and advisors as the committee deems necessary to carry out its duties.

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

i. That appropriate policies and procedures are in place for internal accounting, financial control, information technology and management information.

ii. That appropriate processes are in place to address and comply with applicable statutory, regulatory requirements, as appropriate.

iii. Reporting to the Board annually on these mattersc. To monitor the effectiveness of the GSA-UW’s risk management activities,

including:i. Monitoring the effectiveness of the GSA-UW’s risk management

environment.ii. Receiving and considering reports on significant risks or exposures to

the GSA-UW and the management of these.iii. Ensuring that a risk management system with appropriate procedures

is in place to mitigate risk.iv. 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.

v. 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.

vi. Reporting to the Board annually on risk management.vii. 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

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

2.07 Meetings of the Audit & Risk CommitteeThe committee shall normally hold four (4) regular meetings per year. Special meetings of the committee shall be called by the chair of the committee.


Appendix C – Governance Committee Terms of Reference

3.01 There will be a standing committee of the Board called the Governance Committee.

3.02 Governance Committee MembershipThe membership of this committee shall consist of the following:

a. The chair of the Board, who shall chair the committee.b. The chairs of the following committees: Audit & Risk and Finance.c. One member of the Board from among the members elected by the

membership of the GSA-UW.

Should the chair of the Board be the chair of one of the committees of the Board referred to above, then the chair as appropriate shall serve on the Governance Committee as the representative of that committee, and no substitution shall be allowed.

3.03 The term of office of members elected pursuant to paragraphs 3.02.c shall be one year. Each member is eligible for re-election.

3.04 Powers and duties of the Governance CommitteeThe Governance Committee shall have the following powers and duties:

a. 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:

i. Ensuring effective operation of the Board and its committees.ii. Ensuring that committee mandates remain relevant and effective.

iii. 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.

iv. Nominating directors to Board committees.v. Ensuring orientation and training of directors.

vi. Assessing the effectiveness of the Board, committees, and directors.vii. Reporting to the Board on these activities at least annually.

b. 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.

3.05 Meetings of the Governance CommitteeThe committee shall normally hold three (3) regular meetings per year. Special meetings of the committee shall be called by the chair of the committee.


Appendix D – Executive Committee Terms of Reference

1.01 There will be a standing committee of Council called the Executive Committee.

1.02 Executive Committee MembershipThe membership of this committee shall consist of the following:

a. Ex-officio[i.] The president of the GSA-UW, who shall chair the committee.

i.[ii.] The vice-president.ii.[iii.] The student affairs officer, who shall chair the committee.

b. Elected by Councili. One member of Council from each faculty* of the university.

ii. One member of Council from among the members of the Board of Directors elected by the membership of the GSA-UW.

(*For the purpose of eligibility to serve on the committee, councillors representing students not housed within a faculty will be deemed by Council to be housed within the most appropriate faculty.)

1.03 The term of office of members elected pursuant to paragraph 1.02.b shall be one year. Each member is eligible for re-election.

1.04 Powers and duties of the Executive CommitteeThe Executive Committee shall have the following powers and duties:

a. To request special meetings of Council, in accordance with Policy 7.b. To prepare the agenda for all regular and special meetings of Council.c. To receive and review reports from the officers of the GSA-UW prior to their

submission to Council at each regular meeting.d. To present to Council, normally at the first regular meeting in the term in

May, a list of nominations for the committees of Council.e. 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.

f. 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.

g. To act on behalf of Council on such matters as Council may from time to time designate.

h. 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.

1.05 Meetings of the Executive CommitteeThe committee shall normally hold ten (10) regular meetings per year, each such meeting to be held approximately two weeks prior to the date of each regular

meeting of Council. Special meetings of the committee shall be called by the chair of the committee.

Revision History: Approved by Council on May 18, 2016. Revised by Council on July 20, 2016.

Appendix E – Budget Advisory Committee

2.01 There will be a standing committee of Council called the Budget Advisory Committee.

2.02 Budget Advisory Committee MembershipThe membership of this committee shall consist of the following:

a. Ex-officioi. The president of the GSA-UW, who shall chair the committee.

ii. The vice-president.iii. The student affairs officer.





2.04 Powers and duties of the Budget Advisory CommitteeThe Budget Advisory Committee shall have the following powers and duties:

a. To consider, study, and review all matters pertaining to the Association Operating Fund.

b. To receive each year from the officers of the GSA-UW and the members of Council for consideration, study, and review, on behalf of Council, proposals for the internal allocation of the Association Operating Fund.

c. To prepare, on behalf of Council, a detailed budget for the Association Operating Fund and to make recommendations to Council thereon.

d. To consider, study, and review the general policies governing the internal allocation of the Association Operating Fund and to make recommendations to Council thereon.

2.05 Meetings of the Budget Advisory CommitteeThe committee shall normally hold three (3) regular meetings per year between May 1 and September 1. Special meetings of the committee shall be called by the chair of the committee.


Appendix F – Strategic Planning Committee

3.01 There will be a standing committee of Council called the Strategic Planning Committee.

3.02 Strategic Planning Committee MembershipThe membership of this committee shall consist of the following:

a. Ex-officioi. The president of the GSA-UW.

ii. The vice-president, who shall chair the committee.iii. The student affairs officer.





3.04 Powers and duties of the Strategic Planning CommitteeThe Strategic Planning Committee shall have the following powers and duties:

a. To consider, study, and review all matters pertaining to the strategic objectives of the GSA-UW.

b. To receive each year from the officers and directors of the GSA-UW and the members of Council for consideration, study, and review, on behalf of Council, proposals for development of GSA-UW strategic objectives.

c. To prepare and update from time to time, on behalf of Council, a strategic plan and to make recommendations to Council thereon.

d. To undertake such studies as Council may designate from time to time.e. 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.

f. To consider, study, and review the general policies governing the strategic planning process and to make recommendations to Council thereon.

3.05 Meetings of the Strategic Planning CommitteeThe committee shall normally hold five (5) regular meetings per year. Special meetings of the committee shall be called by the chair of the committee.


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uwaterloo.ca€¦ · Web view2016/07/20 · Approve final draft budgets for the Operating Fund, the Grad House Fund, the Health & Dental Fund, and the Capital Fund. Monitoring and