Terms of Reference
1. Type
1.1 The Executive Compensation Committee (ECC) is a Standing Committee of the Board of Directors established pursuant to By-Law 17, Committees of the Board.
2 Purpose
2.1 The purpose of the ECC is to fulfill its mandate as prescribed by the By-Laws and the Board.
3 Authority
3.1 Mandate: As established in By-Law 17.5.2 the ECC shall review and make recommendations to the Board with respect to all matters of compensation and terms and conditions of employment for the President, the Vice-Presidents and other excluded employees.
4 Scope
The ECC is accountable for:
4.1 Developing and recommending a compensation philosophy for the Institute’s Elected Officials, Chiefs and excluded staff for the approval to the Board.
4.2 Review and making recommendation to the Board with respect to all matters of compensation and terms and conditions of employment for the Board’s President, Vice-Presidents and the Institute’s Chief Executive Officer & Executive Secretary. Amended: April 13 & 14, 2018
4.3 Reviewing to recommend that the compensation for the Institutes for the Institute’s excluded staff (including the Chiefs), as proposed by the Chief Operating Office & Executive Secretary, are consistent with the Institute’s approved compensation philosophy and framework and reporting status to the Board. Reviewing to assess that an objective performance review process is completed for the Chiefs on an annual basis, and reporting status to the Board. Amended: April 13 & 14, 2018
4.4 Reviewing and recommending, on an annual basis, to the Board a) the economic increase to the salary ranges of the President and Vice Presidents and b) changes to the amount of the Personal Allowance. Amended: April 13 & 14, 2018
4.5 Performing additional tasks and duties as requested by the Board.
5 Methodology
5.1 In executing its mandate, duties and scope of work, the ECC will follow the methodology outlined below including:
5.1.1. All work related to benchmarking and draft recommendations will be performed by an external compensation expert.
5.1.2. The ECC will provide oversight and guidance to the external expert and the process, with support from the COO.
5.1.3. The ECC will review benchmarking data and draft recommendations from the external expert. Legal advice and review will be sought where required.
5.1.4. The ECC will provide the final recommendations to the Board. This will include all background documentation for context. Any changes in recommendations from those drafted by the external expert will be noted, and a rationale for the proposed changes provided.
5.2 In conducting the Triennial Review for the President and Vice-Presidents the ECC will follow the methodology outlined below including:
5.2.1. The ECC will engaging an external third-party expert that specializes in Compensation and Human Resources Management to review and assess current Compensation practices and levels for the Elected Officials.
5.2.2. The ECC will ensure a comparative external Salary and Benefits Review of comparable public unions and labour organizations is conducted. To the extent possible, this should largely be the same set of unions every three years.
5.2.3. The ECC will request written submissions from current Board members on suggested improvements to the terms and conditions for Elected Officials. Submission would be considered but do not require any response and to don’t imply any form of negotiations.
5.2.4. The ECC will ensure a review of best practices and the literature to assess potential changes in compensation and its components for Elected Officials.
5.2.5. The ECC receive and review the Compensation summary report and recommendations and provide input.
5.2.6. The ECC will submit recommendations for Board approval.
Amended: April 13 & 14, 2018
6 Membership
6.1 Composition of the ECC: The composition of the ECC is established in By-Law 17.5.1 and shall be composed of three (3) to five (5) Board members. The President and Vice-Presidents cannot be members of the ECC. As established in By-Law 17.5.1.1, if any member of this Committee officially enters into the election for President and Vice-President by filing nomination papers, or applies for a position as an excluded employee, he forthwith disqualifies himself from office on the Committee.
6.2 Vacancy: As established in By-Law 17.5.1.2 any vacancy on the ECC shall be filled by the Board at its next meeting.
6.3 Principles of Conduct: Each ECC Member must affirm their commitment to abiding by the Principles of Conduct for the ECC. If the Principles of Conduct are violated, ECC may refer the matter to the Board and the individual may be subject to removal from the ECC and further discipline pursuant to the Institute’s By-Law and Policies.
6.4 Skills expected of an ECC Member: The ECC members should be:
- willing to seek internal/external expert advice as required
- knowledgeable about the Institute’s vision, mission, organization structure, roles, responsibilities and policies
- experienced as a previous member of the Institute’s Board of Directors or other relevant Boards
- familiar with or have some knowledge about human resources and compensation management strategies and employment law
- respected by their peers as being fair and objective
- good communicators with strong listening skills
- comfortable working in a team environment and willing to achieve consensus
- willing to take on responsibility
- able to represent the best interests of ECC and the Institute (as opposed to the interest of their profession or region, etc.)
- free from personal biases and assumptions
- able to support the process and results from an organization-wide perspective
- fiscally prudent
- able to defend the ECC’s recommendations once internally approved.
6.5 Training: At the first meeting of a new ECC, the members will receive specialized training (one day) on Compensation Management principles, the Institute’s current compensation framework as it applies to Elected Officials, Chief Operating Officer & Executive Secretary and Chiefs’ compensation and the compensation issues being considered for changes within the framework. This training will be given by an external compensation expert and by the Institute’s Chief Operating Officer & Executive Secretary.
7 Term of Membership
7.1 The ECC members shall serve a three-year term of office commencing in 2016 and after each new election.
8 Reporting
8.1 Communications with the Board: The ECC should provide semi-annual updates on their activities to the Board of Directors as specified in the ECC Work Plan.
8.2 Maintaining ECC Records: The Institute’s Human Resources Officer as the ECC Staff Resource is responsible for maintaining all ECC records including minutes of meetings, meeting notes, documents distributed, and any other reports generated by or referenced by the ECC. These records should be stored in a confidential manner and will be accessed only by current and future members of ECC. ECC Members are required to return all records and documents distributed to them during their term on the Committee to the Staff Resource at the end of their term.
8.3 Reporting templates: ECC written reports to the Board should include the following information:
- Purpose or objectives of review
- Background on identified issues
- Options considered and lines of evidence for each option
- Recommendations
- Rationale for recommendations
- External consultants reports and related documentation
9 Resources and Budget
9.1 Staff Resources: The Institute’s Human Resources Officer is a Staff Resource to the ECC and shall attend all meetings. The Staff Resource will be responsible for preparing minutes of all meetings, providing commentary on issues as required, conducting research and retaining all relevant documentation in a confidential manner. The Chief Operating Officer & Executive Secretary, also a resource to the ECC, may be invited to the meetings to provide input on ECC deliberations, as required.
9.2 Budget: The ECC will be responsible for any budget, or approved expenditures, assigned by the Board in accordance with the By-Laws, Regulations and Policies of the Institute. The ECC will submit an annual budget request to the Finance Committee for the scope of work including in these Terms of Reference and work plans approved by the Board.
10 Deliverables
10.1 ECC Work Plan: A new work plan should be submitted to the Board of Directors by the ECC in the first year of its mandate.
10.2 Annual Economic Increases: The ECC will provide recommendations to the Board for annual economic increases for Elected Officials and Excluded Staff as established by the By-Laws, Policy and this Terms of Reference.
10.3 AGM Report: The ECC will provide an annual report to the Annual General Meeting of the Institute.
11 Related By-laws and Policies
11.1 By-Law 17 and 17.5
11.2 Regulation 17.13.1
11.3 Policy – Committee of the Board of Directors
12 Review
The Terms of Reference should be reviewed triennially or as required.
Effective Date: October 13 & 14, 2017
Amended: April 13 & 14, 2018