平特五不中

Members

Senior Steward

Professor Fabrice Labeau, Vice-President (Administration and Finance)

Special Advisor

Prof. Christopher Manfredi, Provost and Executive Vice-President (Academic)

Procedures for Reviewing Expressions of Concern

The Committee's Procedures for Reviewing Expressions of Concern may be found here: CSSR Procedures for Reviewing Expressions of Concern听

Terms of Reference of the Committee on Sustainability and Social Responsibility

1. Enacting Provisions

The Committee on Sustainability and Social Responsibility ( 鈥淐ommittee鈥�) is established by the authority of, and is accountable to, the Board of Governors ( the 鈥淏oard鈥�) of 平特五不中, and shall function as stipulated in these terms of reference and the Regulations of the Committees of the Board of Governors of 平特五不中 (the 鈥淩egulations鈥�.) In accordance with the Regulations, meetings of Committees of the Board shall be held in closed session unless the Committee resolves to carry out a meeting or part of a meeting in open session.

2. Composition

2.1 Other than ex-officio members, appointments to the Committee are approved by the Board, normally on the recommendation of the Nominating, Governance, and Ethics Committee.

2.2 The Committee shall consist of eight to ten members, exclusive of ex officio members, selected from the following categories:

• Board members and Governors Emeriti:

  • four from among:

    • At-large members of the Board (at least one)

    • Alumni Association members of the Board

    • Governors Emeriti.

  • three from among:

    • Academic Staff or Senate members of the Board

    • Administrative and Support Staff members of the Board

    • Student members or observers of the Board.

• A member of the Board Investment Committee.

• Members of the general public:

  • up to two members of the general public with expertise in sustainability, climate, the environment, socially responsible investment or a related field.

2.3 The Chair of the Board and the President shall serve as ex officio members of the Committee.

2.4 The Chair of the Committee shall be appointed by the Board, normally on the recommendation of the Nominating, Governance, and Ethics Committee.

2.5 The Committee may recommend the appointment of a Vice-Chair of the Committee, who shall be appointed by the Board, normally on the recommendation of the Nominating, Governance, and Ethics Committee.

2.6 The Vice-President (Administration and Finance) shall serve as the Senior Steward to the Committee.

2.7 The Secretary-General, or delegate, shall serve as Secretary and governance advisor to the Committee.

2.8 The Provost and Executive Vice-President (Academic) shall serve as the Special Advisor to the Committee.

2.9 Where necessary or appropriate to facilitate and support the business of the Committee, the Chair of the Committee, the Secretary or Senior Steward may invite University staff to serve as resource persons for particular items of business before the Committee.

3. Mandate of the Committee

The Committee shall assist the Board in setting and achieving institutional priorities and goals, and in monitoring progress in the area of sustainability. Taking due regard of the University鈥檚 mission and the fiduciary duties of the Board, the Committee shall also advise the Board on matters concerning social responsibility related to University investments within the mandate of the Investment Committee of the Board.

Without limiting the generality of the foregoing, the Committee shall have functions delegated by the Board and functions subject to the authority of the Board.

3.1听With respect to Sustainability

3.1.1听Functions delegated by the Board of Governors

1. Review and assess key performance indicators established to support the realization of institutional targets and objectives related to sustainability

2. Provide general oversight of the University鈥檚 compliance with regional, national, and international declarations and accords to which the University is a signatory

3. Consider the economic, environmental, and social impacts of the activities carried out by or on behalf of the University in order to guide decision-making

4. Review and approve for submission to the Board, at minimum once per year, a report on sustainability

5. Undertake studies on questions or best practices that relate to sustainability

6. Consider other matters that pertain to sustainability that may be referred to the Committee by the Board, another standing committee of the Board, the President, the Vice-President (Administration and Finance), or the Secretary-General

7. Make recommendations to senior administration on operational matters that have an impact on sustainability goals and priorities

8. Invite, as needed, University bodies or standing committees of the Board to report on matters regarding sustainability planning, developments, and stewardship

3.1.2听Functions that are subject to the authority of the Board of Governors

1. Review and recommend to the Board institutional policies, plans, and strategies that relate to sustainability.

3.2 With respect to Social Responsibility and Investment Policy Matters

3.2.1 Matters subject to the authority of the Board of Governors

1. Review, at least annually, questions and issues of social responsibility related to University investment policy within the mandate of the Investment Committee of the Board;

2. Report to the Board within a reasonable time frame following each meeting and make recommendations with appropriate supporting evidence and documentation, concerning the following:

   1. proposed revisions to existing policy, guidelines and practices concerning endowment investments

   2. follow-up with a legal person concerning a matter which was the subject of the Committee鈥檚 review or study, including proposed changes in corporate practice

   3. support for shareholder resolutions recommending changes in a legal person鈥檚 management practice

   4. proposed alternate actions, other than divestment of holdings, as deemed appropriate by the Committee

3. Undertake studies of socially responsible investment policies and best practices;

4. Review information, data, analysis, reports and publications touching on issues of social responsibility;

5. Seek input and feedback from the University community as deemed appropriate.

4. Expressions of Concern, Submissions and Consideration

Without limiting the generality of section 3, the Committee shall also consider, report on, and make recommendations to the Board with respect to written expressions of concern from the University community about matters of social responsibility that pertain to University investment policy within the mandate of the Investment Committee of the Board, and in accordance with the following provisions:

4.1 Submission of an expression of concern

To be considered by the Committee, expressions of concern from the University community shall be:

1. Initiated by one or more members of the University community

2. Supported by a fully documented brief that identifies the concern and the alleged 鈥榮ocial injury鈥� that should be given consideration in investment decisions or the exercise of shareholders鈥� responsibilities

3. Supported by a petition of at least 300 signatures, and deposited with the Secretary-General in either hard copy or electronic copy, of which:

   • Up to 200 signatures shall be from one of the four constituencies of the University community (i.e., academic staff, administrative and support staff, students, and alumni); and,

   • At minimum 100 signatures shall be from at least two other University constituencies with a minimum of 25 signatures from any one constituency

   • All signatures must be able to be authenticated against their respective constituency based on the template attached in Appendix A

4. All signatures must be collected within the same academic year (September 1 to August 31) in which the petition is deposited.

4.2 Consideration of an expression of concern

In its consideration of an expression of concern, when submitted in accordance with Section 4.1, the Committee:

1. Shall consider the merits of an expression of concern and provide a finding based exclusively on the criterion of social injury, as defined in this Terms of Reference.
   
   Further, the Committee may:

2. Establish and communicate the procedures it deems necessary

3. Invite and receive presentations from members of the University community, as it deems appropriate

4. Seek expertise and advice from external bodies, as it deems necessary.

4.3 Report on the consideration of an expression of concern

1. On conclusion of its consideration of an expression of concern, the Committee shall provide a written report to the Board. The report shall include a summary of the expression of concern, the issue(s) of social responsibility identified, and the extent of concern among members of the University community based on the documents submitted and the presentations made to the Committee, if any.

2. Where the Committee is satisfied that a social injury, as defined in this Terms of Reference, has occurred, and is of the opinion that action is warranted, the Committee may recommend

   1. Follow-up with a legal person concerning conduct that was the subject of the expression of concern, including proposing changes in corporate practice

   2. Support for shareholders resolutions critical of a legal person鈥檚 management practice and an assignment by proxy votes

   3. Preparation and presentation of shareholders resolutions that recommends changes in a legal person鈥檚 management practice

   4. Divestment of holdings

   5. Any other action deemed appropriate by the Committee.

3. Where the Committee has found that a social injury has occurred, in consideration of possible actions, it shall consider the gravity of the social injury, the potential effectiveness of the various means of influencing corporate behaviour or of addressing the social injury, the University鈥檚 need to adhere to sound investment policy, and consistency between the possible actions and the mission of the University.

4.4. Definitions

The term 鈥渟ocial injury鈥� means the grave injurious impact which the activities of a legal person is found to have on consumers, employees, or other persons, or on the natural environment. Such activities include those which violate or frustrate the enforcement of rules of domestic or international law intended to protect individuals against deprivation of health, safety, or basic freedoms, or to protect the natural environment. However, a legal person shall not be deemed to cause 鈥渟ocial injury鈥� simply because it does business with other legal persons which are themselves engaged in socially injurious activities.

4.5. Provisions applicable to the Committee鈥檚 consideration of an expression of concern

1. The Committee shall meet as soon as is practicable after the date of a submission of an expression of concern that meets the requirements outlined in Section 4.1.

2. The Committee shall report to the Board after receipt and review of an expression of concern. The Committee shall provide periodic reports to the Board for continued reviews of an expression of concern.

5. General Provisions

5.1 The Committee shall meet at least four times per governance year. The Committee shall have a calendar of business, maintained by the Secretary-General or delegate, to ensure that each meeting agenda addresses responsibilities as outlined in these terms of reference.

5.2 The Committee shall review its terms of reference at minimum once every five years and recommend any changes to its terms of reference to the Nominating, Governance, and Ethics Committee of the Board.

Approved:

Board of Governors: August 31, 2023