Finance and Infrastructure Committee

1. Enacting Provisions

 

1. The Finance and Infrastructure Committee (“Committee”) is established under the authority of and is accountable to the Board of Governors (the “Board”) of McGill University (the “University”). It shall function as stipulated in these terms of reference and the Regulations of the Committees of the Board of Governors of McGill University (the “Regulations”). In accordance with the Regulations, meetings of Board Committees shall be held in closed session unless the Committee resolves to carry out a meeting, in whole or in part, in open session.

 

2. Composition

2.1 Other than the ex-officio members, appointments to the Committee are approved by the Board, normally on the recommendation of the Nominating, Governance and Ethics Committee.

2.2 The Committee shall consist of eight to twelve members, exclusive of ex officio members, selected, as indicated below, from among the following membership categories:

• five to nine members selected from among the following:

• At-large members of the Board (at least one);
• Alumni Association members of the Board; and
• Governors Emeriti; and
• Members of the general public;

 

• Three members selected from among the following Board membership categories:

• Administrative and Support Staff members;
• Academic Staff and Senate members; and
• Students (members or observers).

2.3 A majority of the members of the Committee must be financially literate and independent of the University, with experience in finance, budgeting, construction, property administration, planning, real estate, information technology, or related fields.

2.4 The Chair of the Board and the President shall serve as ex officio members of the Committee.

2.5 The Chair of the Committee shall be appointed by the Board, normally on the recommendation of the Nominating, Governance and Ethics Committee.

2.6 The Committee may recommend the appointment of a Vice-Chair of the Committee, who shall be appointed by the Board, normally on the recommendation of the Nominating, Governance and Ethics Committee.

2.7 The Vice-President (Administration and Finance) shall serve as the Senior Steward to the Committee.

2.8 The Secretary-General or delegate shall serve as Secretary and governance advisor to the Committee.

2.9 The Provost and Executive Vice-President (Academic) shall serve as special advisor to the Committee.

2.10 Where necessary or appropriate to facilitate and support the business of the Committee, the Chair of the Committee, Senior Steward or Secretary may invite University staff to serve as resource persons for particular items of business.

 

3. Mandate of the Committee

The Committee assists the Board in fulfilling its governance responsibilities with respect to financial planning and major infrastructure projects in order to ensure the sound stewardship of the financial, physical and digital assets of the University.

Without limiting the generality of the foregoing, the Committee shall have functions delegated by the Board and functions subject to the approval of the Board.

3.1 Functions delegated by the Board

3.1.1 Finance

a. Oversee the development and implementation of the annual budget plan and any variances from the budget in the University’s revenues and expenditures; to that end, review budget planning and implementation reports to ensure sound planning and the strategic allocation of resources to support the University’s priorities and objectives.

b. In extraordinary circumstances, grant final approval to the University’s operating budget;

c. Ensure that sources of financing for property acquisition, construction or renovation projects, and IT-related projects and initiatives are clearly identified and assured and that the costs of maintenance and operations are taken into consideration before any property acquisition or project, or any amendment thereto, is approved by the Committee or recommended to the Board.

d. Annually review with the University’s General Counsel or outside counsel, litigation or other legal matters that may have a material impact on the finances or well-being of the University.

e. Review reports on the University's treasury functions, philanthropic activities and on other matters that have financial implications affecting the University’s overall financial well-being.

f. Review annual reports on the University's Pension Plan, with particular attention to funding arrangements and actual or potential liabilities which have a financial impact on the University.

3.1.2 Building and Property

3.1.2.1 Construction and Renovation Projects

a. Review and approve construction and renovation projects or amendments thereto in accordance with the Policy on the Approval of Contracts and Designation of Signing Authority;

b. At least twice per year, receive and review reports regarding the financial and construction status of major construction and renovation projects;

​​​​​​​3.1.2.2 Acquisition and Disposition of Property

a. Review and approve acquisition of immoveable property within the Committee’s authority established in the Policy on the Approval of Contracts and Designation of Signing Authority, subject to reporting all such acquisitions to the Board.

​​​​​​​​​​​​​​3.1.2.3 Leases, Permits, Regulatory Requirements and Servitudes

a. Review and approve leases of immoveable property in accordance with the Policy on the Approval of Contracts and Designation of Signing Authority;

b. Review and approve permits, regulatory requirements, servitudes, and other forms of encumbrances on immoveable property within the Committee’s authority as established by the Policy on the Approval of Contracts and Designation of Signing Authority;

​​​​​​​3.1.3 Information Technology

a. Review and approve IT-related projects and technology architecture initiatives, including educational software platforms, which require approval by the Committee pursuant to the Policy on the Approval of Contracts and Designation of Signing Authority.

b. Review, at least annually, a report on institutional data and information management practices, systems and controls.

​​​​​​​3.2 Functions subject to the Authority of the Board

​​​​​​​​​​​​​​3.2.1 Finance

a. Review and recommend the annual budget plan (operating and capital) together with the budget report and allocation of available resources from all sources;

b. Review and recommend multi-year budget plans and projections, including potential tuition, residence, ancillary, and other fees;

c. Review and recommend financial policy affecting the long-term stability and sustainability of the finances of the University;

d. Review the level of government funding (both operating and capital), and recommend related plans and strategies for addressing any deficiencies in funding;

e. Review the levels of funding from sources other than the government, and recommend related plans and strategies;

f. Review and recommend plans to address the funding of any deficit;

g. Review projected capital expenditures and plans for the funding thereof;

h. Review and recommend the use and investment of the current balances, if any, of operating and restricted funds;

i. Take into account the levels and status of amounts owed to and by the University, as well as outstanding and anticipated commitments and obligations that have financial implications, and recommend to the Board the extent and methods of external borrowing for both operating and capital needs as well as, as the case may be, the approval of such borrowings, for amounts in excess of the limit of the President under the Policy on the Approval of Contracts and Designation of Signing Authority.

​​​​​​​​​​​​​​3.2.2 Building and Property

​​​​​​​​​​​​​​3.2.2.1 Policies, planning, development stewardship and financial sustainability for lands, facilities, infrastructure and related property matters

a. Review and recommend to the Board principles, policies, guidelines and master plans relating to building and property matters;

​​​​​​​​​​​​​​3.2.2.2 Construction and Renovation Projects

a. Review and recommend to the Board construction and renovation projects, or amendments thereto, of a value beyond the Committee’s authority established in the Policy on the Approval of Contracts and Designation Signing Authority;

​​​​​​​​​​​​​​3.2.2.3 Acquisition and Disposition of Property

a. Review and recommend to the Board acquisition of immoveable property of a value beyond the Committee’s authority established in Policy on the Approval of Contracts and Designation Signing Authority;

b. Review and recommend to the Board the acceptance of donations of immovable property to the University of a value beyond the Committee’s authority established by the Policy on the Approval of Contracts and Designation Signing Authority;

c. Review and recommend to the Board proposals for the disposition of immoveable property;

​​​​​​​​​​​​​​3.2.2.4 Leases, Permits, Regulatory Requirements and Servitudes

a. Review and recommend to the Board leases of immoveable property of a value beyond the Committee’s authority as established in the Policy on the Approval of Contracts and Designation Signing Authority;

b. Review and recommend to the Board permits, regulatory requirements, servitudes, and other forms of encumbrances on immoveable property of a value beyond the Committee’s authority established by the Policy on the Approval of Contracts and Designation Signing Authority.

 

​​​​​​​​​​​​​​3.2.3 Information Technology

a. Review and recommend to the Board, IT-related projects and technology architecture initiatives, including educational software platforms, which require approval by the Board pursuant to the Policy on the Approval of Contracts and Designation of Signing Authority.

b. Review and recommend to the Board, strategic plans, principles and policies relevant to information technology, including but not limited to information technology management and data governance.

 

4. General Provisions

4.1 The Committee shall receive and review, at least annually, a report on planned construction and renovation projects and on IT projects and initiatives, including their projected budget, sources of funding and projected expenditures.

4.2 The Committee shall receive, at least bi-annually, a report on Committee and Board approved projects and initiatives and review their financial and completion status.

4.3 The Committee shall receive a report at least annually from the Vice-President, Administration and Finance, on decisions taken by the senior administration pursuant to the Policy on the Approval of Contracts and Designation Signing Authority, with regard to the acquisition of all immovable property, the lease of immovable property as lessor or lessee, and the approval of construction and renovation and IT projects and contracts.

4.4 The Committee shall consider any matters identified by the Board, the President or the Vice-President (Administration and Finance) that relate to capital, physical and IT planning and development.

4.5 The Committee shall meet at least six times during the year. The Committee shall have a calendar of business, maintained by the Secretary-General or delegate, for the purpose of ensuring that each meeting agenda addresses responsibilities as outlined in these terms of reference.

4.6 The Committee shall report to the Board on a regular basis, and within a reasonable time following a Committee meeting.

4.7 The Committee shall review its terms of reference at least once every five years and recommend any changes to the Board’s Nominating, Governance and Ethics Committee.

 

Approved:

Board of Governors: August 31, 2023