Board Compensation Review Committee - Terms of Reference

Purpose

To outline the terms of reference and operation for the ADC’s cyclical Board Compensation Review Committee.

Policy

Compensation Principles

The ability to attract, develop, retain, engage, and motivate the Union’s President/CEO, Vice-President, and other compensated members of the Board of Directors Executive Committee through the provision of market-based compensation and terms and conditions of employment.

Committee Membership

• Pursuant to By-law 11 – Part J, the Committee shall be comprised of all members of the Board not deemed to be in a conflict of interest as defined in Item K of By-law 11.
• The Vice-Chair of the Board of Directors shall co-facilitate the Committee’s work with the Chief Operating Officer of the Union.
• Other staff as may be assigned by the Chief Operating Officer (e.g., Director of Finance & Administration).

Specific Role of the Committee

Pursuant to By-law 11, Part J:

• The committee shall direct the Chief Operating Officer or Director of Finance & Administration to conduct the triennial contracting of a market analyst specializing in executive compensation within the greater labour relations sector.
• Results and recommendations stemming from the triennial market analysis shall be presented to the Board Compensation Committee in advance of the Annual Delegates’ Conference, in the third and final year of the existing salary structure.
• The Board Compensation Committee shall implement salary adjustments in accordance with this by-law and duly report outcomes to the Annual Delegates’ Conference immediately thereafter.

Conflict of Interest

Pursuant to By-law 11, Part K:

• All Board Directors receiving salary or honoraria, inclusive of the President/CEO, Vice-President, Secretary, Treasurer and Board Chair shall be deemed conflicted on salary or honoraria matters of their own, and as such, are precluded from participation on the Board Compensation Committee. 

Length of Term

The Committee shall be struck once every three years and report to the Delegates immediately thereafter.

Role of the Market Analyst

The market analyst shall perform their function in accordance with By-law 11 – Board Compensation Process, and its appendices.