Terms of Reference
Human Resources and Compensation Committee


Role

The Human Resources and Compensation Committee (HRCC) is a subcommittee of the Executive Committee of Council (ECC). The HRCC assists the ECC in overseeing the effectiveness of the Royal College’s people strategy; enabling policies, practices and controls; organizational wellness; CEO and executive compensation strategy and policy.

The HRCC also manages the annual Chief Executive Officer (CEO) performance management process and recommends to ECC for approval, adjustments to the CEO’s compensation based on the achievement of enterprise-wide and individual performance outcomes.

Responsibility and Authority

HR Strategy, Policies, Practices and Controls

  • Annually reviews the enterprise-wide HR/People strategy, executive succession plans and slate of policies and practices for completeness; and
  • Confirms through management reports that the Royal College is compliant with all applicable HR legislative requirements, statutes and regulations.

Workforce Recruitment, Development and Retention Practices and Outcomes

  • Reviews the overall employee compensation philosophy, strategy and policy to ensure the Royal College can attract, retain and develop the talented employees and executives it needs to succeed; and
  • Monitors and reports to Council through the ECC on the organization’s health strategy and metrics to ensure the health and sustainability of the organization.

CEO Performance Management

  • Reviews and recommends to the ECC for approval the CEO performance management framework and methodology, ensuring alignment with the Royal College’s mission, mandate, values and strategic direction;
  • Reviews and recommends to the ECC for approval:
    • the CEO’s annual goals and objectives;
    • the CEO’s annual performance evaluation following an assessment of both Royal College and CEO performance against established goals and objectives;
    • any updates to the job description and/or terms of the CEO’s contract as required; and
    • any updates to the policies and procedures relating to CEO evaluation and compensation as required.
  • May engage the services of a consultant to conduct performance and leadership surveys with Council members and senior management as part of the CEO’s performance and development review.

CEO and Executive Directors’ Compensation

  • Recommends to the ECC for approval
    • the CEO and Executive Directors’ compensation strategy and policy; and
    • annual economic and/or performance-based adjustments to the CEO’s compensation, benefits, pension and perquisites.
  • Requests and receives ordinarily every three years an independent external market review and comparative assessments of CEO and executive compensation, benefits and pension.

Composition

The Committee shall be composed of five (5) members, including the chair, and will consist of:

  • two (2) members of Council,
  • one public member of Council,
  • the Immediate Royal College Past-President or the President-Elect, whichever of the two is in office, and
  • the Royal College President.

The Chair of the HRCC shall be a member of Council and appointed by Council.

The CEO is not a member of the HRCC but is entitled to attend and participate in HRCC meetings. The CEO will recuse him/herself from discussions pertaining to CEO performance management and compensation as required.

For the purposes of carrying out its duties or any that are referred to it by the ECC and Council, the Committee may engage legal counsel, HR advisors, or advisors with specific expertise in executive human resources and compensation on terms and conditions that the Committee deems reasonably appropriate. Such individuals may be invited to attend meetings as guests when appropriate, and shall not be counted for quorum.

Key Competencies and Characteristics

Members of the HRCC should collectively possess: an understanding of performance management practices, compensation and other human resource issues; familiarity with talent management, succession planning and leadership development; and expertise in executive compensation. Committee members should also have the ability to evaluate the CEO fairly and objectively.

Committee members should also possess the ability and willingness to meet the strategic directions of the Royal College and the willingness to participate effectively in committee meetings.

Term of Office

  • The usual term of office of the chair is two years, renewable once (maximum four years).
  • The usual term of office of Council members (Fellow and public members) is two years, renewable twice (maximum six years), provided that they remain on Council for the duration of their term on the committee.
  • The term of the Immediate Past-President or the President-Elect (as the case may be) is one year.
  • The term of the President is two years.

All terms shall begin and end at the time of the Annual Meeting of the Members when vacancies need to be filled.

Meetings

Meetings will be held no less than three times per year. Meetings may be held face to face or via teleconference.

Quorum consists of a majority of the voting members of the committee (50% plus one). The chair is counted as a voting member in constituting quorum. However, as the presiding official of the committee, the chair does not move motions. Furthermore, the Chair shall only vote when the vote is conducted by secret ballot. Every question shall be decided by a majority of the votes cast. In the event of a tie vote, the question or motion shall be defeated. When a committee is called to make a decision or motion outside of a meeting by e-ballot, the same rules apply.

Appointment to a Royal College committee carries significant responsibilities, and all committee members are expected to adhere to the Volunteer Code of Conduct. In addition, committee members are required to maintain absolute discretion and not divulge, re-produce, or release any confidential information except when authorized by the Royal College. Committee members are permitted to download a copy of committee materials for use solely for the purposes of the Committee. All downloaded materials must be deleted once used for the intended purpose.

TOR record

Most recent resolution: Resolution No. 2019/2020-43
Previous resolution(s): N/A
Approved by: Council
Approval Date: December 17, 2019
Approval path: GC, Council
Effective date: December 17, 2019
Date of next review: Spring 2021
Royal College Office: OCEO
Version status: Approved