St. Olaf College Board of Regents
Executive Committee
Committee Charter
Mission
The Executive Committee is appointed by the Board to exercise between regularly scheduled Board meetings the Board’s powers and duties within the limitations defined in the Bylaws, and to act as the Board’s human resources, performance management, and compensation committee. The committee also reviews sensitive legal matters.
Roles and Responsibilities
The committee may take actions between meeting of the Board of Regents that are needed to protect the college’s interests and which would be compromised by delay. The committee may also take actions between Board meetings that are administrative in nature, are necessary for the college’s efficient functioning, and do not compromise any significant interest or prerogative of the Board.
The committee functions as the Board’s executive performance management and compensation committee. In that capacity, it establishes compensation for the President based upon the Board’s review of the President’s performance and information about presidential compensation at comparable institutions. It also approves compensation for the Officers of the College based upon the President’s recommendations after the President has evaluated their performance and analyzed information about compensation at comparable institutions.
The committee receives reports of sensitive legal issues.
The committee reviews and approves proposed changes to the charter of the Nominating and Governance Committee, referring significant changes to the full Board of Regents for review and approval.
Composition
The committee shall consist of the Chair of the Board of Regents, one or more Vice Chairs of the Board, the President of the College, and the chairs of all standing Board committees. The Chair of the Board of Regents shall serve as chair of the committee, and a Vice Chair of the Board shall be appointed by the Chair of the Board of Regents to serve as vice chair of the Committee. All members of the committee are voting members, and their terms of appointment are coterminous with their appointment to the offices they hold on the Board.
Meetings and Reporting
The Executive Committee meets at the call of the committee chair or, in the chair’s absence, at the call of the committee’s vice chair; upon written request of at least two committee members; or upon the call of the President. The committee may not meet if neither its chair nor its vice chair is present. Members may participate in any meeting of the committee by means of any form of remote communication that enables persons not physically present in the same location to communicate with one another on a substantially simultaneous basis. A quorum of any meeting of the committee shall consist of a majority of its members for the purpose of taking any action other than adjourning the meeting. If a quorum of committee members is not present, a majority of those present may adjourn the meeting.
The committee chair, in collaboration with the President, shall establish the agendas for meetings. The agenda and any other relevant materials shall be provided to committee members in advance of each meeting. The committee shall maintain minutes of all of its actions and communicate them promptly to the full Board of Regents.
Charter Review
This charter shall be reviewed regularly by the committee, and any proposed changes shall be submitted to the Nominating and Governance Committee for review and approval. The Nominating and Governance Committee shall refer significant changes to the full Board of Regents for review and approval.