Nominating and Governance Committee

St. Olaf College Board of Regents

Nominating and Governance Committee

Committee Charter

Approved by the Board of Regents on May 2017

Mission

The Nominating and Governance Committee assists the Board of Regents in selecting appropriately-qualified individuals to serve as Regents, supporting the effective performance of individual Regents, and sustaining the effectiveness of the Board’s governance structures and practices.

Roles and Responsibilities

The committee’s responsibilities include:

Regent selection and support:

  • Determining qualifications and characteristics needed by Regents;
  • Cultivating, identifying, and reviewing individuals to serve as Regents, consistent with applicable qualifications or criteria, and recommending to the Board candidates for nomination, appointment, and re-election;
  • Identifying, reviewing, and recommending for election individuals to serve as Board Chair and as Board Vice-Chair, consistent with applicable qualifications or criteria; and
  • Coordinating and overseeing the orientation and training of new Regents, including assignment of experienced Regents to serve as mentors of new Regents.

Board effectiveness:

  • Reviewing periodically with the Board the size and composition of the Board as a whole, its committees, and any advisory bodies;
  • Reviewing proposed changes to committee charters, referring significant changes to the full Board of Regents for review and approval, and approving all other changes in consultation with the relevant committee;
  • Coordinating and overseeing self-evaluations of the role and performance of the Board, its committees, advisory bodies, and individual directors;
  • Reviewing periodically the Board’s organizational documents, including the articles of incorporation, bylaws, and any Board policies, and recommending to the Board changes that the committee deems appropriate; and
  • Considering governance issues in light of research on effective practice and making appropriate recommendations to the Board.

 Composition

The committee shall consist of at least five members, including its ex officio members.  The Chair of the Board of Regents and the President of the College shall be ex officio voting members of the committee.  The committee chair, and all other members of the committee apart from its ex officio members, shall be Regents appointed by the Chair of the Board of Regents.

The Vice President for Mission, and the Vice President and General Counsel, shall serve as non-voting staff liaisons to the committee.

Meetings and Reporting

The committee normally shall meet at least three times per year, at such times and places as the committee shall determine.  Members may participate in any meeting of the committee by means of conference telephone or other form of remote communication that enables persons not physically present in the same location to communicate with each other on a substantially simultaneous basis.  A quorum of any meeting of the committee shall consist of a majority of its appointed 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 staff liaisons, shall establish the agendas for meetings.  The staff liaisons shall provide the agenda and any other relevant materials to committee members in advance of each meeting.  The committee shall maintain minutes of all 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 Executive Committee for review and approval.  The Executive Committee shall refer significant proposed changes to the Board of Regents for review and approval.