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MPHEC Governance and Executive Committee

Terms of Reference


  1. The purpose of the Maritime Provinces Higher Education (herein after “MPHEC” or “Commission”) Governance and Executive Committee is to help ensure the effective governance of the MPHEC Board by providing effective and timely guidance on emerging and time-sensitive issues arising between Board meetings, as well as other matters as assigned.

  2. The Governance and Executive Committee shall be accountable to the Board and shall report its activities to it at the next scheduled meeting.


  1. The Governance and Executive Committee shall have the following responsibilities:

    1. Strategic / High-level Follow-up: Matters that have been discussed at the Board and where strategic / high-level follow-up is required. In this capacity, the Committee shall act on behalf of the Board, at the Board’s request, in order to expedite matters.

    2. Board Governance:The Committee shall evaluate the effectiveness of Board governance structures and processes and make recommendations as required (e.g., Governance and Operating Framework; annual Board self-assessment; orientation for Board members; confidentiality standards).

    3. Performance Management of the Chief Executive Officer (CEO): The Committee shall manage the employment contract of the CEO, including implementation and review and, as appropriate, formulate recommendations for the Board on hiring for the CEO position and/or the terms of employment.

      The Committee shall carry out annual performance evaluations of the CEO, including consideration of performance objectives and regularly measuring the CEO’s performance against these objectives, making recommendations to the Board as appropriate.

    4. Operational Reviews: The Committee shall examine the results of any operational reviews, making recommendations to the Board as appropriate.

  2. The Governance and Executive Committee may act on behalf of the Board for urgent matters between meetings. These actions will be presented at the next scheduled Commission meeting.


  1. The Governance and Executive Committee shall be comprised of the Chair of the Commission, the Vice-Chair of the Commission, the Chair of the AAU-MPHEC Quality Assurance Committee, a provincial government representative, and the Chief Executive Officer (as a non-voting member).

  2. All members are ex-officio except for the provincial government representative who is appointed by the Chair of the Commission.

  3. All members are appointed for a two-year term.

Committee Chair

  1. The Chair of the Commission is the Chair of the Governance and Executive Committee. In his/her absence, the Vice-Chair shall chair the meeting.


  1. A majority of the Governance and Executive Committee membership represents quorum provided that it includes either the Chair or the Vice-Chair.

  2. The Committee will meet as needed.

  3. Meetings may be held in-person or via conference call or other communication tool.

Governance and Operating Framework

  1. On appointment to the Commission, members sign an Oath of Office declaring that they have read and understand the Commission’s Governance and Operating Framework document, including Member’s Code of Conduct, the Policy on Confidentiality (including the Standards for Maintaining Confidentiality) and the Policy on Conflict of Interest. Generally, the same principles, policies and practices that apply to the Commission as a Board apply to the workings of its Committees.

  2. The Chief Executive Officer, or designate (an MPHEC staff member), will attend meetings as a resource and support to the Committee.

  3. The CEO (or designate) will be excused for matters relating to the CEO’s compensation and evaluation.

  4. The Committee has the authority to engage outside consultants as required to assist in its functions.


Sheila Brown, Public-at-Large
Malcolm ButlerSaint Mary's University
Pemberton Cyrus, Dalhousie University
Anne Partridge, Department of Education and Lifelong Learning
Catherine Stewart, Maritime Provinces Higher Education Commission


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