Governance and Human Resources Committee Terms of Reference

Authority and Accountability

The Governance and HR Committee is a standing committee of the board. The committee is accountable for providing oversight and proposing actions in the form of recommendations to the board regarding:

  • Corporate governance
  • Board and committee composition
  • Sustaining a high performing board and Committee effectiveness
  • Senior executive leadership
  • Human resource matters, process and policies

1. Structure

Committee Chair

  • Appointed by the board usually at the first board meeting immediately following the AGM


  • Up to 6 board members plus the Board Chair as ex-officio appointed usually at the first board meeting immediately following the AGM.
  • Board Chair can designate Vice-Chair to serve in ex-officio capacity.

2. Responsibilities

Corporate Governance Framework

  • Reviews and stays abreast of leading practices in corporate governance.
  • Establishes a process for regularly reviewing governance components, e.g., Letters Patent, By-law, governance policies and processes, etc.
  • Develops and recommends amendments/revisions as may be necessary or advisable.

Board and Committee Composition

  • Recommends timely changes in the role, size, composition and structure of the board and committees.
  • Reviews the board skills matrix and articulates the qualifications and the strategic leadership competencies needed to enable the attraction and appointment of high calibre directors. Ensure the board is diverse and complementary in skills and experience to optimize governance capabilities and board performance.
  • Acts as the Nominating Committee and provides oversight for identifying and recommending candidates to be nominated and elected as directors and appointed as officers, committee chairs and members.
  • Annually recommends to the Members the nomination and election of directors.
  • Annually recommends the appointment of officers (Board Chair/Vice-Chair), Committee Chairs and members of each Committee.

High Performing Board and Committee Effectiveness

  • Promotes leading practices to encourage the attraction, retention (orientation, continuing education, engagement) and reward (remuneration framework) of high calibre directors who are skilled and experienced in transformation and adapting to changing business circumstances.
  • Develops an effective orientation and professional development program to help board members build the knowledge and skills they need to perform effectively and lead strategically.
  • Supports the board and committees in successfully accomplishing their respective objectives by reviewing the Terms of Refences of Board committees to help to clarify and differentiate roles and responsibilities.
  • Oversees the implementation of the process for assessing the effectiveness of the Board as a whole, committees and performance of individual directors.
  • Assesses the needs of the board in terms of the frequency and location of board and committee meetings, meeting agendas, reports, information and discussion papers and the conduct of meetings.

CEO Oversight

Establishes policies and processes to ensure effective oversight of the CEO on an annual basis:

  • Discusses the setting of goals, objectives and measurable expectations.
  • Reviews the components of the CEO’s Total Rewards Program to ensure the “package” is both fair and competitive.
  • Facilitates an all board independent, unbiased and fair assessment of performance results as input to recommending the overall performance rating and reward.
  • Reviews the succession plan for the CEO and senior management.
  • Acts as the Selection Committee, when required, by undertaking a diligent search to find the most qualified CEO.

Oversight of Human Resources Matters

  • Reviews organizational structure and discuss any material changes.
  • Review and monitor the Corporation Human Resources policies and procedures to ensure compliance with applicable legislation.


A majority of the board members appointed to the committee participating in the meeting (in-person or via teleconference) is required for quorum. The Chair of the Board as ex-officio can attend and participate at committee meetings; however, the Chair does not count for quorum.


  • Board appointed Committee members participating at the meeting PLUS.
  • Participating ex-officio member of the Committee, i.e., the Chair of the Board or designated Vice-Chair.

3. Meetings

The Committee meets at least four times each year and may choose to hold additional meetings if it considers them necessary for it to carry out its responsibilities effectively. The Chair as ex-officio (or Vice-Chair as ex-officio designate) may attend any meeting of the Committee.

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