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I. Governance, Compensation and Human Resources Committee

The Governance, Compensation and Human Resources Committee (“Committee”) will review and recommend policies to enhance quality and effectiveness of the Board as well as compensation, benefits and human resources functions of the University.

II. Governance

A. Scope

In carrying out its responsibilities regarding governance, the Committee has the central authority of ensuring that board members are prepared to exercise their fiduciary duties and assisting the Board to function effectively, efficiently and with integrity.

B. Executive Liaison

The General Counsel of the University, or some other person(s) designated by the President of the University with the concurrence of the Board Chair and the Committee Chair, shall serve as executive liaison to the Committee on governance matters and be responsible for transmitting Committee recommendations related to governance.

C. Responsibilities

In addition to the overall responsibilities of the Committee described above, and in carrying out its responsibilities regarding governance, the Committee shall review and make recommendations on the following matters:

1. ensuring that Board members are prepared to carry out their fiduciary duties to the University;
2. providing and monitoring a substantive orientation process for all new Board members and a continuous board education program for existing Board members;
3. periodic review and coordination, with timing and substance agreed upon with the Board Chair, of appropriate Board self-assessments;
4. establishing expectations and monitoring compliance of individual Board members, when made necessary by circumstances or requested by the Board Chair;
5. periodic review of the Board’s adherence to its rules of conduct, including conflict-of-interest and disclosure policies, and that it otherwise maintains the highest levels of integrity in everything it does;
6. periodic review of the adequacy of the Board's bylaws and other Collected Rules and Regulations adopted by the Board that pertain to its internal operations (all recommendations for bylaws amendment shall first be considered by this Committee);
7. periodic review and identification of best practices in institutional and Board governance;
8. monitoring and assessing external influences and relationships with affiliated entities; and
9. those additional matters customarily addressed by the governance committee of a governing board for an institution of higher education.

III. Compensation and Human Resources

A. Scope

In carrying out its responsibilities regarding compensation and human resources, the Committee reviews and makes recommendations to the Board of Curators on strategies and policies relating to compensation, benefits and other human resources functions and associated programs.

B. Executive Liaison

The Vice President and Chief Human Resources Officer of the University, or some other person(s) designated by the President of the University, with the concurrence of the Board Chair and the Committee Chair, shall serve as executive liaison to the Committee on human resources and compensation matters and be responsible for transmitting committee recommendations related to human resources and compensation.

C. Responsibilities

In addition to the overall responsibilities of the Committee described above and in carrying out its responsibilities regarding human resources and compensation, the charge of the Committee shall include reviewing and making recommendations to the Board on the following matters:

1. Performance and compensation of individuals reporting directly to the Board:
   
   1. President
   2. General Counsel
   3. Secretary of the Board of Curators
2. Pursuant to Section 320.020 of the Collected Rules and Regulations, appointment or change of appointment of the following shall be reported to and approved by the Board before the effective date:
   
   1. Vice Presidents
   2. Chancellors
3. Intercollegiate Athletics
   Pursuant to Section 270.060 of the Collected Rules and Regulations, contracts for Directors of Intercollegiate Athletics and Head Coaches may not exceed five (5) years and shall not include buyout clauses calling for the individual to receive more than the balance of the contractually anticipated annual compensation (excluding incentives, allowances, expense stipends, etc.) the individual would have earned under the remaining terms of the contract, unless approved by the UM Board of Curators upon the recommendation of the President.
4. Benefit, retirement, and post-retirement plans, including an annual benefits report, as further defined in Section 520.010, Benefit Programs, of the Collected Rules and Regulations.
5. Additional employee benefits including the Education Assistance Program for University Employees, CRR 230.070, and Layoff and Transition Assistance, CRR 350.051.
6. Labor Union Recognition and matters as further defined in Section 350.020, Labor Union Recognition, of the Collected Rules and Regulations.
7. Employment related policies including those related to employee absences, conduct and grievances.
8. Periodic review of the �������ϲʹ������� System’s diversity, equity and inclusion programs.
9. Additional matters customarily addressed by the compensation and human resources committee of a governing board for an institution of higher education.

Approved by the Board of Curators: 
4-09-20; Amended 2-04-21; 2-3-22; Amended 2-9-23; Amended 2-8-24.