Executive and Compensation Committee Charter
The central purpose of the Executive and Compensation Committee is to ensure that the Board fulfills its responsibilities. The committee accomplishes this purpose by overseeing University policy, the work of other standing committees, the University’s planning process, the President’s performance, welfare, and compensation, and the University’s commitment to and compliance with the State’s plans and objectives for higher education.
Powers and Responsibilities
Power to Act for the Board
The Executive and Compensation Committee has the power to act for the Board on any matter when necessary between meetings of the Board, including, without limitation, the following:
- To approve the condemnation or purchase of properties;
- To approve conveyance of the University’s interest in real property by sales in fee, easements, or rights of way; and
- To approve the acquisition of any interest in real property, including acquisition by gift or devise, when the acquisition obligates the University or the State of Tennessee to expend state funds for capital improvements or continuing operating expenditures.
The minutes shall reflect the facts and circumstances making it necessary for the committee to act on behalf of the Board.
The Executive and Compensation Committee also has the power to transact any other business of the Board specifically committed to it by the Board.
Responsibility for Recommendations to the Board
The responsibility of the Executive and Compensation Committee to make recommendations to the Board shall include, without limitation, the following:
- Recommend to the Board the initial compensation of the President and other University Officers as defined by the Bylaws;
- Review the President’s compensation annually, taking into consideration the results of the President’s annual performance review, and recommend to the Board any adjustments to the President’s compensation; and
- Recommend to the Board the University’s compensation plan and any benefit programs requiring Board approval.
Other responsibilities of the Executive and Compensation Committee shall include, without limitation, the following:
- Meet in advance of regular Board meetings to identify substantive items for the agenda of the next meeting;
- Serve as a sounding board for the President and administration on policy issues and initiatives;
- Oversee the institutional planning process and progress toward goals and objectives;
- Monitor the Presidents performance and welfare;
- In concert with the President and the Trusteeship Committee, monitor the effectiveness of the Board’s committee structure and the effectiveness of Board and committee meetings; and
- Promote good communication among standing committees on matters of joint concern.
Composition of the Committee
The voting membership of the Executive and Compensation Committee shall be the chairs of the other standing committees of the Board and the Vice Chair of the Board, all serving as ex officio, voting members. The Vice Chair of the Board shall serve as chair of the committee. The President of the University shall serve as an ex officio, non-voting member of the committee. Committee appointments shall be made at the annual meeting of the Board for a two-year term, but ex officio appointments shall not exceed the term of office.
The President shall designate one or more members of the senior administrative staff, or a designee of a member of the senior administrative staff, to provide staff support to the committee.
Required and Called Meetings
The committee shall meet as often as necessary to carry out its responsibilities, but no less often than two times annually, in conjunction with regular meetings of the Board of Trustees or at any other time upon a call in accordance with the following provisions.
A meeting of the committee may be called at any time by the Chair of the Board, the Vice Chair of the Board as committee chair, the President, or by the Secretary of the Board upon the written request of two members of the committee.
At the discretion of the committee chair, the committee may meet jointly with another standing committee, in which case only the voting members of a particular committee shall vote on any agenda item requiring action by that committee.
Notice of committee meetings, including the purpose of the meeting, shall be given to all committee members and all other members of the Board.
Notice may be given by regular mail, electronic mail, or facsimile transmission. At least five (5) days’ notice shall be given when feasible, but less notice may be given when there is a need for urgent action by the committee.
If written notice is not feasible, by reason of urgency or other exigent circumstance, notice may be given by telephone. All meetings of the committee shall be open to the public unless otherwise provided by the Tennessee Open Meetings Act or a judicially-recognized exception to the Act.
An agenda shall accompany the notice of every meeting of the committee when feasible, but when not feasible, the notice shall state the purpose or purposes for which the meeting is called.
Development of the committee agenda shall be the responsibility of the chair, in consultation with the President and designated committee staff. The agenda shall list in outline form each matter to be considered at the meeting. The committee may use a consent agenda in the manner provided by the Bylaws.
Matters not set forth on the agenda or in the notice may be considered only upon an affirmative vote of a majority of the total voting membership of the committee.
A majority (more than one-half) of the voting members shall constitute a quorum of the committee. The President, a non-voting member, shall not be counted for quorum purposes. In the absence of a quorum, those attending may adjourn the meeting until a quorum is present.
Committee staff shall prepare minutes of all committee meetings, review the minutes with the committee chair, and provide the minutes to all committee members and all other members of the Board before the next committee meeting.