Nominating and Governance Committee – Terms of Reference

(Approved by the Auditing and Assurance Standards Oversight Council on March 29, 2022)

Purpose

1. The purpose of the Nominating and Governance Committee (NGC) is to make recommendations on various nominations and assist and advise on governance matters for the Auditing and Assurance Standards Oversight Council (AASOC). 

Authority

2. The NGC is a standing committee of, and reports to, AASOC. 

Membership

3. The membership of the NGC comprises four to seven members of AASOC.  
4. The Chair of the NGC is selected by the AASOC Chair, in consultation with the incumbent NGC Chair, from among the members of the Committee. The NGC Chair may not be a practitioner.¹
5. The Chair of AASOC has the right to attend and participate in NGC meetings and receive all materials other than those pertaining to their individual appointment, reappointment, or performance. While the following have the same right, this right is limited to discussions and materials pertaining to their roles:
   1. The Chairs of the Auditing and Assurance Standards Board (AASB), and the Independence Standing Committee (ISC);
   2. The Senior Vice-President, Financial Reporting and Assurance Standards (FRAS), the Vice-President, FRAS, and the Vice-President, Regulatory Affairs of CPA Canada;
   3. The Director, AASB, and the Director, Regulatory Affairs, and Independence Standards of CPA Canada. 

Responsibilities

6. The NGC has the following responsibilities with respect to nominations:
   1. To identify suitable candidates to fill vacancies and make recommendations to AASOC on initial appointments with respect to:
      1. members of AASOC and the AASB;
      2. the Chairs of AASOC and the AASB;
      3. the Vice Chair of AASOC (where applicable) and the AASB; and
      4. jointly with the Public Trust Committee (PTC), the Chair and public members of the ISC.

      All recommendations for initial appointment to AASOC, the AASB, and jointly with the PTC on the ISC, will consider, among other things, compositional requirements.

   2. Prior to making its recommendation for the Chair of AASOC, the NGC consults on a confidential basis with AASOC members.
   3. To make recommendations to AASOC on renewed appointments. All recommendations for reappointment to AASOC, the AASB, and jointly with the PTC on the ISC, will consider, among other things, compositional requirements, and past performance.
7. The NGC has the following responsibilities with respect to governance:
   1. To review and make recommendations to AASOC at least every three years with respect to the Terms of Reference and any proposed amendments thereto of:
      1. The NGC; 
      2. The AASB; and
      3. AASOC.

      Reviews of AASB Terms of Reference are undertaken in coordination with the AASB, and NGC recommendations shall reflect the outcomes of these reviews.
      With respect to the ISC’s Terms of Reference, the NGC’s role is limited to supporting AASOC’s review and input to the PTC.

   2. With respect to the PRC’s Terms of Reference, the NGC’s role is limited to considering consistency with other Terms of Reference.
   3. To review and make recommendations related to AASOC’s Code of Conduct. This is done at least once every three years and will include consideration of conflict of interest, privacy, and other legislative and regulatory requirements. 
   4. To develop and make recommendations to AASOC with respect to evaluating the individual performance of appointees to AASOC and the AASB, and to ensure that these processes are being followed. 
   5. To develop and make recommendations to AASOC with respect to the annual self-assessment related to AASOC’s operating policies and practices, including reporting to the public.
   6. Pursuant to clause 13 of the AASOC Terms of Reference, where an instance of non-attendance has been identified, the NGC will determine, in consultation with the AASOC Chair, whether extenuating circumstances exist and provide a view to AASOC.
   7. To carry out such other duties as may be determined by AASOC from time to time.

Operations

8. The NGC holds as many meetings per year as is necessary to carry out its responsibilities. 
9. Meetings are held in person, by telephone, video conference, or other similar means. 
10. A quorum at any meeting of the NGC is a majority of the members of the NGC.
11. Meetings of the NGC are not open to public observation.

Voting

12. Each member of the NGC, including the Chair, has one vote. The Chair has an additional vote if required to break a tie.
13. The affirmative vote of a simple majority of all NGC members voting on a particular matter is required for all decisions of the NGC.
14. All votes taken in meetings of the NGC are documented in the minutes. The minutes constitute proper evidence of the decisions of the NGC.

Communications

15. Minutes of each meeting are prepared by the staff, circulated to NGC members for comments, and presented to the Committee at its next meeting for approval.
16. Regular reports are provided to AASOC usually at every meeting. These reports summarize the NGC’s recent activities and outline areas where AASOC’s approval is required.

Confidentiality

17. Material circulated to the NGC is prepared strictly for the use of the members of the NGC and, as such, is confidential. Such material includes agenda items and supporting materials. Specific NGC materials will be reproduced or adapted, as required, to support NGC reports to AASOC.

Resources

18. The Senior Vice-President, FRAS, nominates a staff member to provide primary support to the NGC and arranges for other resources required. 
19. Travel costs of members traveling to meetings of the NGC, along with other costs specific to attending the meeting, are reimbursed in accordance with travel policies for AASOC volunteers. 
20. The working language of the NGC is English.

¹ See Membership under paragraph 11 of the AASOC Terms of Reference March 29, 2022 version.