The purpose of the RSC Human Resources Committee is to assist the Board of Directors of the RSC in (i) establishing and monitoring guidelines and practices with respect to compensation and benefits provided by the RSC to its employees, (ii) ensuring the human resources strategy supports execution of the RSC’s strategic plan, and (ii) monitoring the RSC’s significant policies, programs and practices related to human resources, including recruitment, training, development, career planning, performance management, succession planning and organizational culture.
- The Committee shall consist of at least three members of the Board and is usually chaired by the Institutional Member Representative of the Board.
- At its organizational meeting held in conjunction with each annual general meeting of the members, the Board shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
- A quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other. Decisions are usually reached by consensus.
- The President and Executive Director of the RSC shall be available to advise the Committee, shall receive notice of all meetings of the Committee and may attend meetings at the invitation of the Chair. The Executive Director shall not be present when the Committee discusses or votes on his or her compensation or other terms of employment.
- The Committee shall have access to such officers and employees of the RSC, its external auditors and its legal counsel and to such information respecting the RSC as the Committee considers to be necessary or advisable in order to perform its duties and responsibilities.
- The Committee may engage compensation consultants, independent legal counsel or other advisors at the expense of the RSC, all as it considers to be necessary or advisable in order to perform its duties and responsibilities subject to budgetary approval by the president.
The Committee will meet as needed, based on the workload assigned to it by the Board of Directors, and no less than twice per year. Any member of the Committee may call a meeting of the Committee. The Committee shall hold in camera sessions without the presence of management at each meeting (unless the members of the Committee present determine that such a session is not required).
4. Duties and Responsibilities
- To review organizational goals and objectives relevant to the compensation of the Executive Director and make recommendations to the Board regarding such goals and objectives, evaluate the Executive Director’s performance in light of those organizational goals and objectives, and make recommendations to the Board regarding the Executive Director’s compensation and performance review based on this evaluation;
- In conjunction with the Executive Director, to oversee the development of a human resources strategy and organizational design to support execution of the RSC’s strategic plan;
- In conjunction with the Executive Director, to review periodically and provide input with respect to the organization’s significant policies, programs and practices related to recruitment, training, development, career planning, performance management, succession planning, severance and retention of employees;
- Review the Executive Director’s regular assessment of the culture of the RSC and overall employee sentiment, along with any recommendations for plans or programs needed to improve employee engagement and satisfaction;
- To maintain and review the compensation philosophy for the RSC;
- To review at least annually succession plans for the Executive Director;
- To report regularly to the Board on all the Committee’s activities and findings during that year;
These terms of reference will be reviewed annually, and any recommended changes will be submitted to the Board for approval.
5. Approval / Review Dates
Revised and approved on: 12/11/2019