BROCK UNIVERSITY. Report to the Board of Trustees Decision Item. TOPIC: Report of the Governance/Nominating Committee

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Report to the Board of Trustees

Decision Item

TOPIC: Report of the Governance/Nominating Committee

June 26, 2008

Dr. Norris Walker - Chair

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This report of the Governance/Nominating Committee contains three sections:

A. The Nominating Report with Appendix 1: Biographies of Nominees for Board of Trustees Membership and Appendix 2: Proposed Committee Membership for 2008-09.

B. A motion to amend the General Bylaws of the Board of Trustees regarding the Delegation of Authority in the Absence of the President.

C. A Notice of Motion to amend the General Bylaws of the Board of Trustees regarding proposed amendments to the Terms of Reference of the Advancement and Community Relations

Committee.

A. NOMINATING REPORT 1. LAY TRUSTEES

The General Bylaws of the Board of Trustees Article 4 c) ii) b) requires that, at its Annual Meeting, the Board receive the names of candidates for Board membership proposed by the Governance/Nominating Committee. A slate of nominees was distributed to Board members on June 12, 2008.

The Committee nominates the following for Board of Trustees membership: For re-election Thomas Goldspink

Betty-Lou Souter

for three-year terms ending June 30, 2011 David Howes

for a one-year term ending June 30, 2009 For election Paul House

Dennis Parass

for three-year terms ending June 30, 2011 Georgina Black

David Civiero

for two-year terms ending June 30, 2010

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2. FACULTY, STAFF AND STUDENT TRUSTEES

The Bylaws also require that the Board of Trustees receive, after the appropriate elections, the names of two faculty members elected to the Board by the Senate, the names of the three student members and the names of three staff members elected to the Board by their respective

constituencies.

Faculty Trustees (elected by Senate)

TBD, elected in 2008 for a two-year term ending June 30, 2010

Dr. Susan Sydor, elected in 2006 for a three-year term ending June 30, 2009

Dr. Maureen Connolly, Chair of Senate (ex officio), for a one-year term ending June 30, 2009 Staff Trustees (elected by permanent staff members)

Mr. Divino Mucciante, elected in 2008 for a three-year term ending June 30, 2011 Ms. Wanda Gilmore, elected in 2007 for a three-year term ending June 30, 2010 Ms. Mitzi Banders, elected in 2006 for a three-year term ending June 30, 2009 Student Trustees (elected by the student body)

Ms. Michelle Green, graduate student, elected in 2008 for one-year term ending June 30, 2009

Mr. Sebastian Prins, undergraduate student, elected in 2008 for a two-year term ending June 30, 2010

Mr. Sohail Mall, undergraduate student, elected in 2007 for a two-year term ending June 30, 2009

3. IMMEDIATE PAST CHAIR

Bylaw Article 4 c) i) c) states that the Immediate Past Chair serve additional terms as necessary to enable such member to fulfil the term in the position. The term of Immediate Past Chair of the Board of Trustees Dr. Norris Walker is to June 30, 2009.

4. CHAIR

Bylaw Article 8 a) requires that, at its Annual Meeting, the Board shall elect a Chair from among its members. Mr. David Howes was elected as Chair of the Board of Trustees in 2006 for a three-year term ending June 30, 2009.

5. CHAIR-ELECT

Bylaw Article 8 c) states that at its Annual Meeting prior to the start of the Chair’s final year in office, the Board shall elect a Chair-Elect who may serve concurrently as Vice-Chair. The Governance/Nominating Committee places in nomination for Chair-Elect of the Board of Trustees, for a one-year term ending June 30, 2009, Mr. Rudi Kroeker.

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6. BOARD REPRESENTATIVES ON SENATE

Pursuant to Bylaw Article 31 f) vi), the Governance/Nominating Committee is responsible for nominating up to two Board members as representatives on the University Senate. The

Committee places in nomination for one-year terms ending June 30, 2009, Mr. Roelof Makken and Ms. Joy Rogers. The Chair of the Board is an ex officio member of Senate.

7. ADVISORY COMMITTEE FOR THE SEARCH FOR THE PROVOST AND VICE-PRESIDENT, ACADEMIC

Two lay members of the Board are required for membership on the Advisory Committee for the Search for the Provost and Vice-President, Academic. The Governance/Nominating Committee places in nomination Mr. David Howes and Mr. Joe Robertson.

8. BOARD REPRESENTATIVE ON THE PENSION COMMITTEE

The Brock University Pension Committee is a sub-committee of the Financial Planning, Audit and Human Resources Committee of the Board of Trustees. One member is to be appointed by the Board to represent the Board. The Governance/Nominating Committee places in nomination Mr. Peter Partridge for a two-year term to June 30, 2010.

9. PROPOSED COMMITTEE MEMBERSHIP FOR 2008-09

Appendix 2 outlines the membership of the Standing Committees for 2008-09 as proposed by the Governance/Nominating Committee. It is important that Trustees have an opportunity to be exposed to and involved with different aspects of governance within the University.

Accordingly, the Governance/Nominating Committee endeavored to ensure that Trustees do not remain on the same Committee for many years, while maintaining some continuity on each Committee.

10. EXECUTIVE COMMITTEE

Article 25 of the General Bylaws prescribes that the Executive Committee comprise the Chancellor and the President, ex officio, the Chair of the Board, the Vice-Chair/Chair-Elect of the Board, the Immediate Past Chair of the Board, the Chairs of the Financial Planning, Audit and Human Resources Committee, the Advancement and Community Relations Committee, and the Capital Projects and Facilities Committee, the longest serving faculty Trustee, student Trustee, and staff Trustee. Appendix 2 includes the membership of the 2008-09 Executive Committee.

Submitted by: 2007-08 Governance/Nominating Committee Norris Walker (Chair)

David Howes Julia Kamula Ned Goodman Rudi Kroeker Jack Lightstone Peter Partridge Valerie Jaeger Joe Robertson

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APPENDIX 1:

Report of the Governance/Nominating Committee Biographies of Nominees for Board of Trustees Membership BLACK, Georgina Heather

Georgina has a Bachelor of Arts degree from McGill University and is a Certified Management

Consultant. She is also a graduate of the Institute of Corporate Directors Program at Rotman. Georgina is the Founder and Managing Partner of Blackstone Partners, an Oakville-based consulting firm

established in 2003 with 16 employees. She has over 18 years of experience consulting to organizations in the areas of executive governance and leadership, strategic planning, complex organizational change and organizational design. In the last five years, Georgina has worked with Boards and Executive teams in the public sector to develop focused and relevant strategic plans to enable organizations to more adeptly respond to dramatic changes in their environments.

Prior to Blackstone Partners, Georgina worked in partnership with Watson Wyatt’s Human Capital practice where she led human resource and change management teams. As a Consulting Manager at Ernst & Young, Georgina worked with clients in both the private and public sectors on process

improvement and human resource projects. Georgina was the leader of the Organizational Effectiveness Branch for the City of Edmonton, and worked in partnership with the University of Alberta to develop one of the first leadership development programs for local government in Canada.

Currently, Georgina is a member of the Board of Governors at Ridley College where she Chairs the Governance Committee. She is a Director of the Oakville Hospital Foundation and is also involved with several community organizations. Georgina was recently nominated for the Athena award in

recognition of her contribution to the community, excellence in business and leadership.

CIVIERO, David

David graduated from Brock University with a Bachelor of Arts in 1990. In 2007, he was a recipient of Brock’s “Top 30 from the Past 30” award. From 1989 to 1994 David worked as a consultant with Taxsave Consultants Ltd., in Toronto, where he generated tax savings for clients across Canada and represented clients’ interests up to the Federal Court of Canada. In 1994, David founded Link-Line, a startup enterprise completing small welding projects for Enbridge Gas Distribution in Toronto. Currently, Link-Line is an enterprise with over $70 million in annual sales and more than 450 employees. The Link-Line Group of Companies now comprises five different operating companies providing a complete range of construction and maintenance services to the utility industry. It is the largest Canadian owned natural gas distribution contractor in Ontario and has long-term contracts with both Union Gas and Enbridge Gas Distribution. Link-Line is also currently partnering with a major customer to form a company to provide complementary services to the pipeline industry. David also co-founded Accu-Link Call Centres Ltd. Accu-Link is the sole operator for Ontario and British Columbia One Call (call before you dig), and has over 160 employees.

Since 2001, David has been involved with the Ontario Energy Association. As Chairman and Director of this Association David has worked with the leaders of utilities across Ontario to set the course of the future for this industry. David has also brought a high level of commitment to children’s charities such as Sick Kids Hospital and Make a Wish Foundation. He is involved with Junior Achievement, The Rotary Club, the Young Presidents Organization, and the Scleroderma Society of Ontario.

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HOUSE, Paul

Paul House was born on a farm in Stoney Creek in 1943. Paul began his work in the food and service business at an early age, marketing the family farm's fruits and vegetables at the Hamilton Farmer's Market. Throughout his formative years, Paul and his brother Bob maintained this connection by working and managing peach farms along the Niagara Peninsula.

In 1969, Paul graduated with a BA in Economics from McMaster University. Shortly thereafter, he managed a franchise for Shell Oil Company in Hamilton. Sparked by his passion for business and his roots in the food business, Paul joined Dairy Queen Canada Inc. as a district manager in 1972. Although his original goal was to be a franchisee, Paul climbed the corporate ladder at Dairy Queen. He became Director of Purchasing and Vice-President of Canadian Operations.

In 1985, Paul joined The TDL Group Corp. as Vice-President of Marketing. At that time, there were a little more than 200 Tim Hortons locations. Two years later, Paul became Senior Vice-President of Operations and in 1990, he was appointed to Executive Vice-President of Operations. In January 1993, Paul was named Chief Operating Officer (COO) of TDL, and then President and COO in 1995. In 2006, Paul became Chief Executive Officer (CEO) and President, and in February 2007, was appointed

Chairman of the Board. In 2008 Paul accepted the position of Executive Chairman allowing him to focus on corporate strategy, franchisee relations and board leadership. Under Paul's leadership, TDL and the Tim Hortons chain have achieved outstanding growth and success.

Paul is a Brock parent -- his daughter and son-in-law are both Brock graduates -- and also serves as a member of the Dean's Advisory Council for the Faculty of Business. Paul delivered the inaugural Faculty of Business Distinguished Leader Lecture in 2007. He received an Honorary Doctorate from Brock University during Spring Convocation 2008.

Today, Paul sits on the Board of Directors for the Tim Horton Children's Foundation. He resides in the Hamilton area, enjoys regular hunting and fishing expeditions and time at his cottage on Lake Erie with family and friends.

PARASS, Dennis

Dennis Parass is the President of Handling Specialty located in Grimsby, Ontario. He is a Professional Engineer with an MBA whose career spans more than 35 years.

For the first 14 years, Dennis worked for a division of Ingersoll Rand, The Torrington Company, a specialty bearing manufacturer. Following two years working in the USA and five years in Canada, Dennis was appointed Director of Sales and Marketing for Latin America. Living in Brazil for five years, he established a Sales organization in Brazil and Mexico to serve the industrial market. In 1977, Dennis moved to Europe, as Sales and Marketing Manager for Spain and Portugal. On completion of his European assignment, Dennis returned to Canada. From 1980 to 1983, he joined Wajax UEC Ltd., a major manufacturer of vehicle mounted equipment as Vice-President of Sales and Engineering.

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In 1983, Dennis acquired ownership in Handling Specialty. Handling Specialty is a niche supplier of custom lifting equipment providing engineered-to-order lift solutions to many prominent companies in the automotive, aerospace, entertainment, metals and rail industries. Handling Specialty is also a Canada Award for Excellence winner in the Small Business Category. Over two decades Dennis has guided the Company through a seven fold increase in output, established a U.S. manufacturing facility, and moved the organization from entrepreneurial to professional. Since 1983 two Handling Specialty affiliated companies, Transquip Inc. and Forklevator Inc. were created.

Dennis is the Chairman of Questica Inc. and the Chair of the Board for the 2007-08 term for the Niagara Economic Development Corporation. He has been a Director at NEDC since 2004. He is also on the Board of Directors of Walker Industry Holdings, Niagara Enterprise Agency, the Lift Manufacturers Product Section of the Material Handling Industry, and Young Life Canada.

Dennis was a recipient of the Niagara Entrepreneur of the Decade Award in 2003 and the Ontario Global Traders Gold Award in the Leadership Category for the Central Ontario Region in 2005.

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APPENDIX 2:

BROCK UNIVERSITY BOARD OF TRUSTEES PROPOSED COMMITTEE MEMBERSHIP

2008-09

EXECUTIVE COMMITTEE 2008-09

Chair of the Board - Committee Chair David Howes

Chair-Elect/Vice-Chair Rudi Kroeker

Past Chair Norris Walker

Chair, Advancement and Community Relations Tom Goldspink

Chair, Financial Planning, Audit and HR Bill Rickers

Chair, Capital Projects and Facilities Joe Robertson

Faculty Member Susan Sydor

Staff Member Wanda Gilmore

Student Member Sohail Mall

Ex officio Members

Chancellor Ned Goodman

President and Vice-Chancellor Jack Lightstone

Resource Personnel

Provost and Vice-President, Academic Terry Boak

Vice-President, Finance and Administration Steven Pillar

Vice-President, Advancement David Petis

Vice-President, Research TBD

Administrative Support

University Secretariat Michael Farrell/Margaret Thompson

SENIOR ADMINISTRATORS COMPENSATION COMMITTEE (Sub-Committee of the Executive Committee)

Chair of the Board - Committee Chair David Howes

Chair-Elect/Vice-Chair Rudi Kroeker

Past Chair Norris Walker

Chair, Financial Planning, Audit and HR Bill Rickers

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ADVANCEMENT AND COMMUNITY RELATIONS COMMITTEE

Chair Tom Goldspink

Vice-Chair Joy Rogers

Lay Member David Appel

Lay Member Georgina Black

Lay Member Julia Kamula

Lay Member John Suk

Faculty Member Maureen Connolly

Staff Member Mitzi Banders

Student Member Michelle Green

Chair of the Board David Howes

Chair-Elect/Vice-Chair of the Board Rudi Kroeker

Director, Alumni Advancement Christine Jones

Director, Communications Martha Nelson

Director, Community and Ancillary Services Tom Arkell

Director, Development Doug Earle

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CAPITAL PROJECTS AND FACILITIES COMMITTEE

Chair Joe Robertson

Vice-Chair Roelof Makken

Lay Member David Civiero

Lay Member Paul House

Lay Member Mary Turner

Lay Member Helen Young

Faculty Member TBD

Staff Member Divino Mucciante

Student Member Sebastian Prins

Executive Director, Facilities Management Tom Saint-Ivany

Manager, Campus Planning, Design and Construction

Scott Walker Executive Director, Information Technology Services Philip Wright

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FINANCIAL PLANNING, AUDIT AND HUMAN RESOURCES COMMITTEE

Chair Bill Rickers

Vice-Chair Peter Partridge

Lay Member Valerie Jaeger

Lay Member Dennis Parass

Lay Member Betty-Lou Souter

Lay Member Bruce Wormald

Executive Director, Finance/Controller Joanne McKee

Executive Director, Human Resources Pauline McCormack

Executive Director, Information Technology Services Philip Wright

INVESTMENT COMMITTEE

(Sub-Committee of the Financial Planning, Audit and Human Resources Committee)

Chair Peter Partridge

Vice-Chair Roelof Makken

Lay Member Bill Rickers

Lay Member Joe Robertson

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PENSION COMMITTEE

(Sub-Committee of the Financial Planning, Audit and Human Resources Committee)

Robert Welch Peter Partridge (to June 30, 2010)

Yuanlin Li Mary Poulin

David Whitehead Bill Matheson

John Sivell Ryan Yungblut

Louis Culumovic Darrell Cerminara

Lawrence He TBD

Pension Officer Wanda Fast

GOVERNANCE/NOMINATING COMMITTEE

Immediate Past Chair of Board - Committee Chair Norris Walker

Lay Member Tom Goldspink

Lay Member Val Jaeger

Lay Member Peter Partridge

Lay Member Bruce Wormald

BOARD REPRESENTATIVES ON SENATE

Chair of the Board (ex officio) David Howes

Lay Member Roelof Makken

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B. MOTION TO AMEND THE GENERAL BYLAWS OF THE BOARD OF TRUSTEES Pursuant to Article 22 of the General Bylaws of the Board of Trustees, a notice of motion was presented to the Board during its May 1, 2008 meeting to amend the Bylaws as indicated in the recommendation below. The following motion was to be presented to the Board at its June 26, 2008 meeting.

Article 36 of the General Bylaws of the Board of Trustees states that “each Vice-President shall act for the President in such matters as the President may, within his/her own powers, delegate.” The motion below reflects the need to clarify the order of precedence for the delegation of authority when the President is absent. (shading indicates additions)

Recommendation:

That Article 36 of the General Bylaws of the Board of Trustees be amended as proposed. Article 36

Each Vice-President shall act for the President in such matters as the President may, within his/her own powers, delegate, as follows:

Delegation of Authority in the Absence of the President

1. In anticipation of the absence of the President and Vice-Chancellor, the President is responsible for delegating his/her authority to a Vice-President.

2. If the President and Vice-Chancellor is unable to delegate his/her authority, then the following order of precedence will follow:

a) Provost and Vice-President, Academic b) Vice-President, Finance and Administration c) Vice-President, Advancement

d) Vice-President, Research

3. A Vice-President who is acting as President and Vice-Chancellor shall, in anticipation of his/her absence, be responsible for delegating his/her authority to another Vice-President, and if unable to do so, another Vice-President shall act as President and Vice-Chancellor in accordance with the aforementioned order of precedence.

4. In the event that any of the above are unable to accept the authority of the President and Vice-Chancellor, then the Board, through the Chair, shall make the appointment.

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C. NOTICE OF MOTION TO AMEND THE GENERAL BYLAWS OF THE BOARD OF TRUSTEES

Amendment to the Terms of Reference of the Advancement and Community Relations Committee.

During its meeting held May 15, 2008, the Advancement and Community Relations Committee discussed broadening its mandate and recommended that the Governance/Nominating

Committee review the proposed amendments to its Terms of Reference as outlined below. The rationale for the proposed motion is contained in the report of the Advancement and Community Relations Committee dated May 15, 2008.

Following consideration of the report and pursuant to Article 22 of the General Bylaws of the Board of Trustees, the Governance/Nominating Committee is presenting the following Notice of Motion to amend the General Bylaws of the Board of Trustees. The motion will be presented to the Board at its September 25, 2008 meeting. (shading indicates an addition, strikeouts indicate deletions)

Notice of Motion Recommendation:

That Article 29 of the General Bylaws of the Board of Trustees be amended as proposed. General Bylaws of the Board of Trustees

ADVANCEMENT, AND COMMUNITY RELATIONS AND RESEARCH COMMITTEE

Article 29: Terms of Reference

The Advancement, and Community Relations and Research Committee shall make

recommendations to the Board of Trustees or the Executive Committee a) on all matters relating to fund raising for any purpose; b) on the development and maintenance of sound internal and external relationships within the University community and with the community at large; c) on matters pertaining to alumni affairs; d) on research related funding, associated business planning, and other activities and practices and on any other related matters referred to it by the Board, the Executive Committee and the President. (2000, 2002)

Regular meetings of the Advancement, and Community Relations and Research Committee normally shall be held in the months of August, October, January, March and May.

(2000, 2002) Composition

The Advancement, and Community Relations and Research Committee shall consist of: i) the Chair of the Board, the Vice-Chair, Chair Elect, the President, and the Chancellor, ex officio;

ii) One-third of sitting lay Trustees (excluding the Chair of the Board, Chair-Elect/Vice-Chair and the Immediate Past Chair) one of whom shall serve as Chair.

iii) one faculty Trustee; iv) one student Trustee; v) one staff Trustee.

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In addition, the Vice-President Advancement, the Vice-President, Research, the Director of Communications, the Director of Community and Ancillary Services, the Director of Development and the Director of Alumni Relations, shall attend as resource personnel.