Governance Committee Terms of Reference

Purpose

The purpose of the Governance Committee (“the Committee”) is to develop and oversee an effective governance framework that enhances the effectiveness of the Reporting and Assurance Standards Oversight Council (“the Oversight Council”), Oversight Council committees, and individual Oversight Council members in alignment with the Oversight Council Terms of Reference and in the public interest.

Responsibilities

The Governance Committee’s responsibilities include:

1. Review the governance framework of the Oversight Council as appropriate, including the Terms of Reference for the Oversight Council and committees and the due process manuals and Terms of Reference of the standard-setting boards; and advise the Oversight Council on areas of governance concern, best practices, and recommended changes.
2. With support from staff, develop and periodically review Oversight Council policies, recommend process improvements to the Oversight Council, and oversee implementation with a focus on governance.
3. At the direction of the Oversight Council Chair and with support from staff, provide appropriate and sufficient orientation of new Oversight Council members.
4. Assist with and support the annual review and evaluation process of the Oversight Council, Oversight Council Chair, and Oversight Council committees for presentation and review by the Oversight Council.
5. Review concerns and/or complaints related to an Oversight Council member and recommend a course of action to the Oversight Council Chair.
6. Review these Terms of Reference every three years or more frequently, if considered necessary.
7. At the request of the Oversight Council Chair, undertake such other governance initiatives as may be necessary or desirable to improve the Oversight Council’s operations.

Accountability and Reporting Relationship

The Governance Committee is a standing committee of the Oversight Council. The Committee is accountable to the Oversight Council, reporting its activities and making recommendations as required. The Committee provides the Oversight Council with sufficient information and documentation to make informed governance decisions. Committee meetings are not open to the public.

Membership

The Oversight Council appoints members of the Governance Committee. The Committee Chair is selected from among the Committee members.

The Committee is composed of a minimum of five members who are also members of the Oversight Council.

The Committee remains duly constituted despite any vacancies, provided that the remaining members are sufficient to meet quorum requirements.

The Oversight Council Chair and Vice-Chair are entitled but not obligated to attend all Committee meetings and receive all the meeting materials.

The Senior Vice President Standards has the right to attend, participate, and receive materials. Other parties may attend at the invitation of the Committee Chair.

Terms of Office

Members of the Governance Committee are normally appointed for a three-year term or until the end of their current Oversight Council term, whichever comes first. They are eligible to serve two consecutive terms.

Terms for Committee members may be staggered to ensure that the Committee always has enough members to meet quorum.

Quorum

A quorum at any meeting of the Governance Committee is greater than (a) more than three or (b) 50 percent plus one of the total members of the Committee.

Voting

Each member of the Governance Committee has one vote. The affirmative vote of a simple majority of all Committee members voting on a specific matter is required for all Committee decisions.

The Oversight Council Chair and Vice-Chair do not have voting privileges.

The Committee Chair has an additional vote if required to break a tie. All votes taken at the Committee meetings are documented in the minutes.

Administrative Support

The Secretary, Oversight Council will provide administrative support to the Governance Committee.

Frequency of Meetings

The Governance Committee meets as frequently as necessary to discharge its responsibilities, normally three times a year.

The Committee will hold in-person meetings or via telephone, video conference, or other similar means.

Confidentiality

Material circulated to the Governance Committee is confidential. Such materials include agenda items and supporting materials.