The primary function of the Governance and Compensation Committee (GCC) is to attend to the overall quality and governance performance of the Board of Regents. The GCC works closely and cooperatively with the President and may engage outside consultants and other advisors as it deems necessary with the approval of the Board Chair, the President or the General Counsel.
The GCC provides for the Board's effectiveness and continuing development and ensures the Board understands its roles and responsibilities. The Committee evaluates best practices of independent boards; recommends Board policies and processes; recommends qualifications, coordinates nomination and selection of Board members and develops plans for diversifying Board make-up and orienting new members; encourages the development of future Board leaders and officers; develops Board expectations for the roles, duties and conduct of each board member consistent with Bylaws and policies; and oversees an annual self-assessment and improvement process.
Further, the GCC recommends policies and processes to the Board for regular and orderly review of the performance and development of the President, who serves as CEO of the University. The Committee establishes annual goals with the President, seeks input from the full Board, conducts the annual performance evaluation, and assures the President prepares and annually updates a CEO/management succession and management development plan.
The GCC ensures Baylor's executive compensation program meets all current legal and regulatory requirements. The GCC recommends a compensation philosophy and plan to the Board, reviews and recommends compensation programs for the President and other senior members, monitors and evaluates compensation trends and guidelines, recommends compensation packages for the President and Executive Council and others whose annual salary and incentives exceed $250,000, reviews all separation agreements, and ensures personnel policies and procedures are in place to attract, reward and retain mission-centered human resources professionals.